Black Widow
by Maat
Summary: She wasn't what he wanted, but maybe, just maybe, she was what he needed. FIRST MOVIE ONLY. Started when I was 14, this is an old story, left up for nostalgia's sake.
1. Madison Avenue

Hello everyone! This is my fresh, clean, and edited version of Black Widow. I had noticed that the previous version had many typos and several paragraphs that needed replacement, so I went through the entire story and scrubbed it clean. Much of it will seem the same, and the only chapters that have large, noticeable paragraph changes are chapters 1 and chapter 7, and the beginning chapters in general were some of the most worked on. Thank you and enjoy, reviews most welcome!  
  
Chapter 1- Madison Avenue  
  
The day had been dragging on for hours, the air stifling, and all Peter Parker wanted to do was to throw sanity aside, leap through the grimy glass and web swing through the streets of New York. The hum of computers and the click of keyboards filled the newsroom as he sighed and turned away from it all to stare forlornly out the window of the huge newspaper building, chin in hand. It had been nearly a year since the disastrous episode with Oscorp and the Green Goblin. Since then everything had changed. Mary Jane was gone, having enrolled in a college at the edge of the city and almost never crossed his path, her heartbreak still evident in her eyes. Harry had vanished too, though this time literally. He had thrown himself into his work, getting deeply involved in huge, government funded projects, abandoning his identity and his friends in his frantic, one-track search to find a way to destroy Spiderman. The two people closest to our hero were gone.  
  
Peter tapped a pencil against his chin, contemplating the turns his own life had sent him. After high school, he had joined the newspaper business, becoming, finally, and official photographer, and was paying his way through college. He lived in an apartment just a block away from the college, and visited his Aunt whenever possible. And Spiderman? Spiderman was still in business, albeit bored. With the publicity and thrill worn off, and nothing but simple muggers to take care of, Peter, aka Spiderman had to admit that even his most heroic rescues had become routine.  
  
How could he possibly know that all of that was about to change?  
  
Suddenly Peter jerked out of his reverie as he got the distinct feeling that someone was watching him. Turning his head slowly around, he blinked in surprise. It was that girl. The weird one, the journalist Jameson had just hired for God knows what reason. She seemed so cliché, with clothing that simply screamed "starving artist" : head-to-toe in black- black jeans, black turtleneck, black trench coat, and small artist spectacles that sat oddly over too large greenish eyes and a sharp, overly defined face. She had stopped typing and now held a pad in her hand, which she never stopped scribbling on. Her eyes never left his face, and all the while that strange, predatory grin seemed locked into place, like a cat surveying its next meal. He smiled weakly in return, unsure of what to do, and was completely taken aback when she spoke.  
  
"Madison Avenue." Her voice was smooth and rolling.  
  
He blinked again. "Excuse me?"  
  
"Madison Avenue. That's my name, Superhero."  
  
He nearly choked on his own spit. "What did you call me?"  
  
"Superhero. You look it. Like Clark Kent in Superman. It's now your name. Everyone's gotta have a name."  
  
He blinked yet again, confused. "I have a name."  
  
"Yeah, probably, but I haven't bothered to find out. That's why I told you mine, so you'll have something to call me without having to resort to stupid nicknames."  
  
"You could just ask me," he said, more confused than ever.  
  
"But I really don't care, Superhero." She put the pad down and turned back to the computer. "Oh, and by the way, in a couple seconds that idiot of a boss is gonna come in and ask us to be partners for a story or something, and you're going to feel incredibly uneasy about what he's going to ask us to do."  
  
He smiled faintly. "And how do you know that."  
  
She turned to him, strange eyes lighting up. "It's in the script."  
  
He found himself lost for words, and after a few seconds of her studiously ignoring him, he turned back to the window. He was shy to begin with, but not even the most glib talker could keep a steady steam of conversation with this girl. He found himself rolling his eyes. Madison Avenue? What kind of a name was that? And what was this about Mr. Jamison asking them to work together? In all respects, the boss still acted as though Peter were freelance, he didn't even speak to Peter except to hand out his pay check. Pigs would fly before that man actually asked him to . . .  
  
"Parker! Avenue! In my office, now!"  
  
The girl smiled at his stupor as she slid out of her seat and sauntered towards the huge office. After a few stunned seconds, Peter followed.  
  
"So," Jameson marched into his office and stared out the window, hands clasped behind his back. He whirled around, heels clicking like and army general's, just as Peter tiptoed into the room and attempted to softly close the door. Madison frowned and slammed it shut with a bang as the boss continued to speak.  
  
"It has come to my attention that some of our readers," he scowled out of the window at the pedestrians below, "actually want to read boring, non-flashy articles. Politics, science, the job market . . . Pah!" His scowl grew deeper. In his mind, breaking news sold – murder, mayhem – that's what the public wanted. He cleared his throat and stared at the duo with beady, hungry little eyes. "But, give the public what it wants – anything, so long as it sells. Parker!" He barked suddenly. "I trust you've met Miss Avenue?"  
  
"We've met," Madison answered for him.  
  
"Hmmm, well . . . she's one of several new journalists I've hired. The crowds want someone new, fresh! In consequence, I've been forced to hire every loony off the street," he stared hard at her all black apparel, and she flashed him a cheeky grin. He rolled his eyes and continued. "As I've already explained to Avenue, we are going to have a new current events section, explaining all the boring things the public wants to know about. You and Avenue will have this column to yourselves."  
  
Peter stared at him, shocked. A column for himself? For his pictures only? This was too good to be true.  
  
"Your first article will be dealing with the latest discoveries in modern genetic engineering. I need you and Avenue to head down to Oscorp to get the inside scoop." Peter visibly blanched. He had always managed to get out of doing any sort of article that had anything to do with Oscorp, blaming it on moral objections and severe arachnophobia. In reality, after all that had happened the year before, he just didn't think that he could take going inside of that building.  
  
"I know that the research Oscorp does disturbs you Parker, and this is, as I explained to Miss Avenue earlier, one of the reasons I put you with a partner in the first place. But more importantly," he stared hard at them both, "I think that you two will be good for each other. Balance the other out, so to speak." He made a weak attempt at a smile. "Now get the hell out of my office, you little morons. I'll expect your first article on my desk Monday morning."  
  
Peter ventured one last time to get out of this. "Sir . . . "  
  
"Goodbye, Parker," he growled ominously. Madison frowned and pulled him out of the office, closing the door gently behind her.  
  
Once they were safely out of hearing range, Peter turned to her, an extremely pissed-off look on his face.  
  
"What the hell do you think your playing at?" he hissed, suddenly furious at her earlier deception. The boss's words rang in his ears. 'As I explained to Miss Avenue earlier . . . ' Jameson had told her about the column and about his uneasiness. That's how she knew earlier what was going to happen.  
  
She turned to him with a falsely puzzled look on her face. "What are you talking about, partner?"  
  
He decided right then and there that there was something seriously and unchangeably screwed up with this girl. "I'm talking about how you had me freaked earlier. I thought you had freakin' ESP or something." He knew how childish he sounded, but he hated the thought of her getting one up on him, being able to throw him off balance.  
  
She watched him thoughtfully for a moment. "You've just gotta learn not to take everything everybody tells you at face value. Learn how to read between the lines, Superhero, and learn fast. If you don't, I don't know how we're ever going to survive working together." She walked off towards the elevator, throwing back a "See you tomorrow, Superhero!" over her shoulder. Peter leaned against a cubicle, slightly flustered and with a bruised ego. What had he gotten himself into?  
  
Don't forget to review! 


	2. Shenanigans at the Genetic Research Faci...

Chapter Two- Shenanigans at the Genetic Research Facility   
  
The sun was just reaching its highest point when Madison strolled up to the huge research facility, dressed in a black tank and black baggy jeans, black trench coat still in place despite the unusually humid weather, and that same, infuriating smirk hovered incessantly on her lips.  
  
Peter gawked angrily as she passed. "You were supposed to be here half an hour ago!" He snapped, irritated beyond belief.  
  
Madison breezed by him, not bothering to glance back. "Fashionably late," she yawned in a bored tone.  
  
Frowning angrily, he jogged to keep up with her, stumbling to a halt as she stopped abruptly and stared, motionless, up at the huge building.  
  
"Genetic research, huh?" She wondered aloud. "Not on people I hope."  
  
He turned to her. "No, not on people."  
  
"On what then?" Madison tilted her head and smiled in a childlike manner, making her appear less mature and intimidating and more like the 20 year old she was. "Do they do it on sharks, like in 'Deep Blue Sea?'" Madison giggled, a strange sound when it was coming from her.  
  
"No," he said softly, slightly heartened by this easier side of her personality. "Actually, most of their research deals with species in the family arachnid."  
  
Ever so slowly she turned toward him, her eyes wide. "You mean . . . spiders?" She whispered.  
  
He shrugged. "Among others."  
  
Her face whitened. "What's the matter?" He asked quietly.  
  
Madison gave a barely perceptible shiver. "I really don't like spiders," she muttered. "Really, really don't like spiders."  
  
Peter's brow creased with worry. "Will you be ok?" He asked, briefly reaching out to touch her shoulder.  
  
It was as if that touch snapped her back to the real world. Brushing his hand off, Madison straightened up and lifted her head in a haughty manner.  
  
"Yeah, I'll be fine," she said in a strong, clear voice, and then hurried away, as if ashamed by her show of emotion.  
  
The building was cool and dark inside, the main hallway branching off in several different directions, the most prominent one straight ahead. That led to the brightly lit research area, where all of the spiders were kept. Madison shivered slightly and turned to Peter.  
  
"You can go in there," she jerked her head towards the brightly lit chamber, "and I'll search down one of these," she pointed toward one of the long, winding hallways that arced around the side of the building. "See if there's and unguarded scientist I can catch and question." Her pad was already in her hand. "Meet back here in an hour, k?"  
  
Madison then turned on her heel and left before he had a chance to answer, secretly congratulating herself at getting out of that sticky situation.  
  
Peter frowned, and paused, listening to the lecture that was going on inside the testing area.  
  
"Over the past year, the scientists here at Oscorp have made vast genetic improvements on even our most amazing 'Super Spiders.' We have been able to activate latent hormonal glands to make them bigger, stronger, and faster then before. However, these developments seem to have hindered their perception and accuracy due to their enhanced size . . ."  
  
Peter perked up as he listened to the speech. It sounded fascinating. Curiously, he began to walk towards the testing area for the second time in his life. Maybe visiting Oscorp wouldn't be as bad as an experience as he had thought.  
  
About halfway there he noticed a familiar face in deep conversation with a scientist. The familiar face glanced up and let out an exclamation of startled surprise.  
  
"Peter!" Harry Osborn rushed over to his old friend, his prematurely lined face lightening.  
  
"Harry," Peter's greeting was less enthusiastic, but Harry took no notice.  
  
"How have you been?" He asked, smiling as he stepped back to examine his friend. "You look well."  
  
"I've been fine, Harry, I . . . "  
  
"And Aunt May? How is she?" He interrupted, as if he was afraid of what Peter was going to say.  
  
"She's fine too, look, Harry . . . "  
  
"That's good," his face saddened. "Peter, I know I haven't been around the past couple of months, after selling my fathers mansion and . . . and I've been busy. I've been working on a lot of research. I've come a long way," he glanced meaningfully at his friend. Peter felt sick inside. He knew that all of Harry's 'research' had been devoted to paying back Spiderman. If only Harry knew that . . .  
  
"But I promise to start living my life again soon, Pete," Harry smiled, grasping his friends arm. "I don't want to lose you as my friend."  
  
"Same here."  
  
"So why are you here?" Harry asked conversationally. "Just doing research?"  
  
"I'm working on a column for the paper with my new partner." He jerked his head in the direction that Madison had gone. "I was just about to head into . . . " he paused, noticing the slightly slack look on his friends face. "Harry, are you ok?"  
  
Harry grabbed Peter's arm and pointed down the hallway. "Who is that?" he asked in hushed tones. "She doesn't work here."  
  
Peter turned his head and noticed Madison in one of the more secluded hallways, chatting with a scientist in white garb. "Oh, Madison?" He asked, surprised. "She's my partner."  
  
"She's beautiful," Harry breathed, his eyes sort of glazed over.  
  
"Uhhhh . . ." Peter glanced at her with raised eyebrows. He hadn't really thought of her as beautiful before. She wouldn't be bad looking if her face wasn't as angular and her manner was less eccentric, but Peter still thought her too strange to be considered conventionally beautiful.  
  
Madison finished her conversation with the scientist and turned, disappearing down the hallway. Harry turned back to Peter, that dazed look still in his eyes.  
  
"Anyway, it was nice talking to you, Peter. I'll be around, and maybe sometime you and I could get together to reminisce over old times. And you can introduce to your . . . friend." Smiling at Peter and grasping his hand, Harry turned and headed down a side hallway, whistling a soft tune that sounded suspiciously like something from 'Sleeping Beauty.' Peter just stared after him. What was that all about? He shook his head and stared in the direction Madison had gone. What had just happened?   
Meanwhile, Madison was wandering deeper and deeper into the facility, soon finding herself very, very lost. Somehow she had gotten onto a business wing, full of offices and men in suits, not a white garbed figure in sight. She frowned and headed back the way she came.  
  
Halfway down the hallway she noticed a door slightly ajar. Sighing in frustration, she flung it open, expecting to find another hallway. Instead she found herself in a beautifully furnished office, complete with a large oak desk and plush, leather backed couch and chairs.  
  
Madison surveyed the office with interest before slowly backing out. She was just about to softly close the door when something sitting on top of the neatly ordered desk caught her eye.  
  
It was a paperweight.  
  
And it was shiny.  
  
Eyes widening in childlike glee, Madison reopened the door and crept back into the office. Lifting the circular, crystal paperweight in her hands, she stared at it with interest for a moment before, without thought crossing her mind, she shoved into the folds of her black trench coat.  
  
Unfortunately, if she had allowed a thought to cross her mind, she would have realized that the room was being closely monitored by several high tech security cameras.  
  
Almost immediately after stepping out of the office, Madison was accosted by several men in black suits and shades. She managed a weak smile.  
  
"Hi, boys. Anything I can do for you?" She asked, crossing her fingers inside of her trench coat.  
  
"Yes ma'am, can you please empty the contents of your pockets?" One of the dark suited men asked, crossing his arms in an intimidating manner.  
  
"But why, um, officer?" Madison blustered, not quiet sure what to call him. He looked like one of the men in black.  
  
The man-in-black scowled at her, showing a large, deep scar stretching from his mouth to his chin. "We have reason to believe that you have an illegally obtained article on your person."  
  
"Well, in that case, of course, sir, I have nothing to hide." Madison gave them her best winning smile. "I'll just have to check if I have anything in my pockets...GOOD LORD, WHAT IT THAT?" She screamed suddenly, pointing behind them with a horrified look on her face. The men spun around, hands on the guns inside of their coats.  
  
"There's nothing there, ma'am..." The man-in-black turned back around to face her. Except this time, she wasn't there.   
'Smooth move, Avenue.' Madison berated herself as she sprinted down the hallway, making random turns as she went. 'Like I'm ever going to get out of this building anyway...and even if I do get out, they have security records, they'll find me! Why couldn't I have just given them the damn paperweight???'  
  
She made a sharp right turn and then a left before coming to a staircase. Flinging herself down it, she turned another corner just in time to see the men-in-black heading down the stairs, gaining on her.  
  
Heading down an unfamiliar hallway, she jumped into a room and hid there, listening as the men rushed past her down the hall. Coming out, she sprinted in the opposite direction and into a brightly lit, huge circular chamber.  
  
Maybe it was paranoia that made her glance back at the doorway. Maybe it was fate. Either way, her head was turned back to the doorway she had just come from as she ran blindly through the testing area. Running full speed, she finally swiveled her head back around to watch where she was going, and found herself headed straight for the huge, plastic stack of spider cages.  
  
Madison made a desperate attempt to stop, but it was too late. She skidded right into the cages, arms and legs flailing, knocking them over like so many stacked bowling pins.  
  
Immediately realizing where she was, Madison let out a shriek and jumped up, doing a strange sort of dance as she flung her hands around, trying to brush off nonexistent spiders.  
  
"Get them off me, get them off me!" She screamed in hysterics. "Where are they? Get them off me!" She jumped up and down frantically. "GET THEM OFF OF ME!!!!!!"  
  
"Miss, Miss..." a scientist rushed over to Madison and grabbed her arms in an attempt to get them to stop flailing. "Miss!"  
  
Madison stopped for a moment, breathing heavily, her face a mask of fear. The scientist spoke to her in a low, comforting voice.  
  
"Miss, these cages are secure. There is no way they could have gotten out. THERE ARE NO SPIDERS ON YOU."  
  
Madison's voice shook in relief. "There aren't?" She asked in a small voice.  
  
"None," he smiled at her, understanding her fear. "Look, this isn't really a big deal." That was a lie, normally they would sue for something like this, but she looked so scared and helpless. Also, it was obviously an accident, though he wondered why she was running. "Why don't you just go home and try to get some rest. We'll clean this up and forget all about it, ok?" He spoke as if to a young child. "Just don't let it happen again."  
  
Madison nodded tearily, wishing she had a Kleenex. "Ok," she muttered. After a slight push from the scientist, she headed for the main hallway, where Peter was waiting with a worried look on his face.  
  
"Did something just happen in there?" He asked as she walked past him and headed for the exit. "I could have sworn I heard someone yelling," he didn't add that he was sure he had heard someone screaming, but had been reluctant to become Spiderman here at Oscorp.  
  
Madison's voice shook only slightly as they exited the building. "No, nothing happened. Nothing at all."  
  
Neither one of them noticed the small, blue and red striped spider that clung to the collar of her trench coat.  
  
Review, please and thank you! 


	3. Spider Bites and Security tapes

Chapter Three- Spider Bites and Security Tapes  
  
Madison slept fitfully that night. Even after a long hot shower and scrubbing every inch of herself until she almost bled, she couldn't get rid of that horrible, clammy feeling she got when being close to spiders. And what if the cage doors hadn't been secure? She shivered at the thought as she slid into her favorite flannel pj's, snuggled next to her huge tan dog, and attempted to get some rest. But sleep wouldn't come. She just stared at the ceiling for hours, feeling stupid and silly for having such a childish fear. Every shadow on the wall appeared to have eight legs, and every slight night noise seemed to be a giant spider coming to gobble her up. When she finally did drift off to sleep, she dreamt of dark alleyways and huge, red and blue arachnids . . .  
  
It was nearing morning when a stabbing pain woke Madison out of her light sleep. Blinking stupidly, she reached for her specs with her left hand and shoved them up the bridge of her nose. Squinting her eyes to see better, Madison groaned and stared at the luminous clock on the dresser.  
  
"5:30? God, I don't have to get up for a half an hour, now I'll never be able to get back to sleep . . . " she trailed off as the sharp pain in her hand slowly became a low, throbbing ache.  
  
And then she felt something on it move.  
  
Eyes widening in horror, Madison slowly turned her head around and lifted her right hand to eye level, staring at the small blue and red spider sitting peacefully atop of it.  
  
The scream that erupted from her must have woken the entire street.  
  
The scream must have also startled the poor little spider, for a few seconds later it scuttled off of her hand, down the bed sheet, and onto the carpet. Consequently, it had barely reached the ground before it was stomped out of existence.  
  
"DIE!" Madison screamed childishly, holding her aching hand and jumping up and down upon the little squashed pile on the rug. "Die you horrible little creature, Die!!!"  
  
After about 5 minutes, she calmed down enough to stop jumping. Pouting, she sank down into an old plush chair in front of the TV and grabbed the remote, flipping through channel after channel. No way in hell was she going to sleep now. Part of Madison's conscience felt bad about killing the little thing- even though she hated them, she rarely killed them. But this one bit her, the other part of Madison's brain rationalized. What if it was poisonous? You don't just let something like that go!  
  
Maybe it was poisonous, Madison thought as she landed on a channel and snuggled deeper into the folds of the chair. Her damn hand still throbbed; in fact, it seemed to be getting worse. And now her head was beginning to feel light. Suddenly worried, Madison turned the TV off and shuffled into the kitchen. But who would she call? Poison control? 911? Now her head was defiantly spinning. The colors in the room started to blur, and she had to stop, leaning against the dresser to keep her balance. Suddenly Madison began to shake, even though she was burning hot. Oh crap, she thought as the world began to spin faster and faster. The throbbing in her hand was becoming unbearable, and the sound was pounding in her ears. Oh crap. The last somewhat coherent thought in her head was 'I hope the boss doesn't take it out of my paycheck if I miss work today . . . '  
  
Then the world went black as she fell, the dull sound of her head cracking on the floor echoing throughout the apartment as the dog worried over her fallen body.  
  
xxxxxx  
  
Madison didn't come into work that day. Nor the following day. Peter sighed in frustration as he sorted through the pile of photos he had taken two days ago at Oscorp. How would the column ever be done in time if she didn't come into work? Privately, in the back of his mind, he thought that she was doing this purely to piss him off, but the more logical side of him knew that she wasn't.  
  
Bored, his part of work for the column done, Peter decided to take his usual 20 minute "sit and stare out the window" break. Letting his mind wander, he idly wondered why she hadn't been into work these past two days. She seemed in perfect health last time he saw her . . .  
  
Suddenly Peter sat up a little straighter, his eyes widening. Something was off, something was wrong with this picture but he just couldn't put his finger on it.  
  
Then it came to him. That day at Oscorp – the scream and the crashing sounds, Madison barely in control of her emotions and her blatantly lying to him as they walked out of the building...  
  
'Did something just happen in there?'  
  
'No, nothing happened. Nothing at all.'  
  
He hadn't really thought about it before, but what had happened inside of the research area that she had been so unwilling to tell him about?  
  
Suddenly worried, Peter stood up and grabbed his coat as he walked out of the building. It's not like he was needed here anyway. And besides, he had to find out the truth.  
  
xxxxxx  
  
Spiderman swung though the open window of the security area at Oscorp industries with his usual awe-inspiring grace. Landing softly in the midst of 20 or so high-tech computers, he briefly wondered why no one was there. Studying them quickly, he realized that they were the latest in security technology, able to monitor and detect anything out of the norm and report it to the officers on other floors. Overall, it must have a lot of false alarms, but must be more foolproof than one lazy guy eating donuts and reading magazines while monitoring the building.  
  
Two tapes sat apart from the rest, and something told Peter that they were important. Sure enough, when he checked them, both were dated from two days ago, and one was from the security camera in the research area. The other was from an upstairs office in the business wing. Smiling widely under his mask, Peter took them both and swung cleanly out of the window, safely carrying all of Madison's incriminating evidence with him.  
  
xxxxxx  
  
45 minutes later, Peter had showered and changed, attempted to call Madison and gotten only the answering machine, and was just about to sit down in front of the TV with his two new tapes for some "quality viewing." Grabbing some popcorn on the way, he stuck the first tape into the VCR and reclined back.  
  
The screen flickered, and after a few seconds showed a large, well furnished office. Peter briefly wondered if it was Harry's. After all, he did own the company.  
The door opened, and a familiar head poked in. After a few seconds it vanished, and the door closed again. Peter frowned, was that all there was . . .  
  
Suddenly the door reopened and Madison stepped back in, her eyes wide and somewhat glassy. Heading immediately over to the desk, she stared at a large, shiny paperweight sitting there.  
  
"She wouldn't . . . " Peter muttered, watching her avidly as she reached for the paperweight. He groaned as she pocketed it. "She would."  
  
Well, now it seemed that Peter had unintentionally saved her from a hefty lawsuit by taking their only evidence against her. Still, being Spiderman, he didn't condone stealing, and made a mental note to insist that she return it as soon as possible.  
  
The first tape flickered to a stop. Scooping the second one up, he popped it into the VCR and watched with interest. This was the one he really wanted to see.  
  
At first the screen only showed the round area, quiet, with closely watched tourist groups off to one side while scientists bustled around the other. Everything was perfectly peaceful.  
  
Suddenly the sound of pounding footsteps could be heard. An unseen door to the far left was flung open, and a very white Madison tore though through it and into the research area, not watching where she was going. Peter leaned forward, his popcorn forgotten, and mentally willed her to turn her head. Eventually she did, but not until it was too late.  
  
Peter winced as she crashed headlong into the spider cages and immediately leapt up again, flailing her arms through the air. Peter stopped it here, not even bothering to watch the rest. There was a strange, queasy feeling in his stomach as he contemplated reasons why Madison hadn't been seen at all for the last two days. And if she were sick, why wasn't she answering her phone?  
  
Mind made up, Peter stood and grabbed his coat. He was going to find out once and for what the deal was with his new "partner."  
  
xxxxx  
  
Reviews most welcome! 


	4. A Sticky Situation

Note: this chapter is also moderately changed as well, especially during the flashback scene.  
  
Chapter Four- A Sticky Situation

"Hello?" Peter Parker pushed open the doorway to Madison's apartment a half an hour later. Briefly he wondered why it was unlocked. "Madison?"  
  
"Peter?" A soft voice sounded from somewhere in the apartment. "Peter is that you?"  
  
"Yeah, it's me," his brow creased with worry. "Where are you?"  
  
"In here," her voice was coming from the room off to the left. Cautiously, he walked over and entered what could only be her bedroom. It was surprisingly cheery- blue walls with cream curtains and soft, oriental artwork covering the walls. A huge, tan dog lay snoozing on the bed, and didn't even bat and eye as he entered the room. Yet no Madison.  
  
Peter walked around the side of the bed. Not there. He let his gaze fully sweep the room. It appeared to be empty.  
  
Slowly, and with a very sick feeling in his stomach, Peter tilted his head back and raised his eyes to the ceiling.  
  
Madison hung there, both hands firmly planted, one slightly on top of the other. Her face was slightly pale, and she looked tired.  
  
"How long have you been up there?" Peter asked, twisting his head so he could look at her straight.  
  
"Oh, I don't know," she shrugged. "All day," she gave a fruitless tug on her hands. "I'm stuck."  
  
"I can see that," Peter sounded calm, but inside he was freaking out. What did this mean? Maybe it was coincidence, maybe it was all one big misunderstanding.  
  
Then his gaze fell upon the small, trampled blue and red blob on the carpet. His face crumpled. Maybe not.  
  
Damn.  
  
"Ummm, Peter," Madison's voice focused his attention back to the real world. "Do you think you could help me down somehow, if it wouldn't be too much trouble?" Her strange, ironic quirk of irritating humor was still there.  
  
"Oh yeah, sure," he glanced around, not really willing to just throw caution to the wind and crawl up the wall to get her down, and spied a large dresser just a few feet from where she was stranded. Getting one foot up on it, he leaned out to where she was hanging and grabbed her around the middle, yanking her unceremoniously off of the ceiling. Both of them fell to the floor and would have landed in a rather painful heap if it hadn't been for Peter's spider abilities. He easily twisted his body so that he landed perfectly on the floor, standing up, with a somewhat dazed Madison situated in his arms, huge pieces of the ceiling still stuck to her hands.  
  
Madison simply glanced at him with raised eyebrows, her gaze probing. Flushing slightly, he placed her on the ground and turned away, trying to avoid those questioning eyes.  
  
Sighing, Madison sat down at the edge of the bed, staring at her hands and only somewhat successfully peeling large chunks of ceiling from them. After a moment of silence she gave up and decided to speak.  
  
"Something bit me the night before last while I slept," she began in a soft voice.  
  
Peter spun around to face her, taking in her appearance for the first time. Now that he was paying attention her change was blaringly obvious. She was visibly stronger; her frame didn't have that delicate, breakable look about it anymore, and . . .  
  
Peter raised an eyebrow and marched over to her, grabbing her arm and lifting her to her feet. Instead her head falling where it normally fell, right at his chest, he was now . . .  
  
Looking her straight in the eye.  
  
"You've gotten taller," he muttered, stepping back to take a good look about her.  
  
She smirked. "Yeah, well, that's not the only thing that's grown."  
  
Peter blushed as he realized what she meant- her shirt was now way too small for her. To change the subject, Madison reached up and unwound her hair from the thick knot it was in at the base of her neck.  
  
"Look at this," she let her hair fall, and it trailed to her thighs.   
  
He gawked at her. "Wha . . . " he sputtered. What was this? The height, the hair, none of this had ever happened to him. He stared at her hair, it must have grown at least . . .  
  
"3 and a half feet," she pronounced. "And I grew 5 inches," she placed the ruler down and her feet, then sank back down on the bed, an uncharacteristic fearful look crossing her face. "What's going on, Peter? What the HELL is going on?"  
  
Peter just stared at the new Madison, lost for words. Then, trickles of the speech he had overheard two days ago at Oscorp started to filter through his head.  
  
'Over the past year, the scientists here at Oscorp have made vast genetic improvements on even our most amazing 'Super Spiders.' We have been able to activate latent hormonal glands to make them bigger, stronger, and faster then before . . . '  
  
"Oh shit," he muttered, looking her over. That spider was different, it must have been enhanced to stimulate growth and hormonal glands. Not just to be stronger but taller, and even hair and most likely nails were affected. His gaze flickered to the wastebasket, which was littered with nail clippings. Fervently he hoped that the sudden growth was temporary, which it appeared to be, seeing that her nails were still a normal length after being stuck on the ceiling all day.  
  
Peter started to pace, aggravated and running one hand through his hair. If this meant what he thought it meant . . . But God! Of all things, of all people! It had to be Madison. Madison? Madison Avenue???  
  
Just his luck.  
  
He realized after a moment that she was watching him, staring through him with those piercing, unsettling green eyes. He took a deep breath and stared back, fiercely refusing to break eye contact. She smiled grimly for a moment and then turned away, staring at her hands.  
  
"Who are you?" She asked in the softest voice he had ever heard her speak.  
  
"I . . . I can't tell you that now," he chose his words carefully. "Not until I know what's going on."  
  
She glanced back up at him. "I suppose you know what's happening to me?" she asked.  
  
He stared silently at her.  
  
She sighed, aggravated. "I suppose that you want to hear my version of the story?"  
  
After a brief pause he nodded.  
  
Taking a deep breath, she began, starting with the night after the Oscorp visit, covering the spider bite, her attempt to get to the phone, and her passing out on the kitchen floor. Then she paused, unsure of how to describe the events that took place the following morning. Pursing her lips, she spoke carefully, picking and choosing just what to say to best depict her emotions that morning.  
  
"When I woke the next morning, everything was different. The world was clearer somehow, and everything . . . everything seemed fresher. It was as if I had never truly lived my life until that moment, and I loved it . . . "  
  
xxxFlashback   
Madison woke with a start on the cold linoleum floor to find that someone was kissing her. No, licking her. Raising her head slowly, she blinked and glanced around.  
  
A huge pink tongue slopped across her face.  
  
"Down Ramses," she muttered, patting her huge tan dog. "I'm fine."  
  
The dog cocked his head at her as a low whine issued from his throat. Smiling reassuringly, Madison stood and stretched, amazed at how good she felt after spending a night on her kitchen floor.  
  
Yawning, Madison padded to her bedroom, unconsciously reaching to push her glasses up the bridge of her nose, only to find that they weren't there, and that her nails were scraping against her skin long before her hand even reached her face.  
  
Madison blinked. "Huh?" she muttered, for the first time noticing that something was different. Slowly she held out her hand and found herself staring at nails that were at least five inches long, sticking out of her fingers like ill assorted weapons. Madison felt her mouth drop open. "How on earth?" she gasped, waggling her fingers in the air in an eerie Edward Scissorhands-like fashion. Stumbling over to the kitchen drawer, Madison yanked out a large pair of scissors and proceeded to hack at her newfound appendages until they were reasonably under control. Feeling somewhat better, Madison was still trying to figure out the mystery of the sudden nail growth when she realized that she still wasn't wearing her glasses. She gazed around, and the kitchen that stared back was in 20/20 crystal clarity. What was going on?  
  
A small tendril of fear was working its way through her stomach as she raced to the large mirror that served as a closet door, her limbs flying with uncharacteristic awkwardness through an apartment that suddenly seemed too small. Flinging it open, Madison stared in shock.  
  
She was tall! Slowly Madison turned in a circle as she examined her ill fitting clothing and her long, Godiva-esque hair, and after a moment a smile began to break over her face. Shrieking and whooping like a crazy person, she leapt on the bed and did a dance as her fear dissipated and the realization of these amazing physical changes hit her.  
  
"I can see! I can see! Holy crap, I have freakin' 20-20 vision!" She jumped up and down on her bed, chanting "I got tall, I can see! I got tall, I can see!"  
  
Clamoring off of the bed, Madison stared once more into the mirror with a calmer newly critical eye. Studying herself, she was sad to admit that she hadn't turned into some stunningly beautiful Amazon woman. Though she was taller, her body now had an unfeminine masculinity to it, and her new, fuller chest didn't quite fit with the natural sharp angles of her body and face. In fact, it seemed to accentuate the sharpness of her features, her prominent cheekbones and jaw line and pointed shoulders standing out even more defiantly than before.  
  
Suddenly calm, she glanced at the clock and realized that she was late for work. "Shit!" she cursed, terrified at the thought losing part of her paycheck. Yet even as she hurried to get dressed, her mind was still on the events that had just occurred.  
  
The spider. It had to be the spider. That was the only thing that made sense. And wasn't that Oscorp place all about genetic research?  
  
'So, Madison Avenue,' she thought with a touch of humor as she stepped up on a chair and onto her ceiling high dresser, trying to reach a favorite hat sitting there. 'You've just been bitten by a genetically enhanced spider and have grown tremendously,' she wobbled a bit, and quickly put her hand on the ceiling to steady herself. 'So what does that make you?'  
  
Suddenly her face fell as she realized that the hand wouldn't budge.  
  
'Obviously really, really screwed.'  
  
Hissing in frustration, Madison stupidly thwacked her other hand on the wall next her stuck one and tried to use that force to help pull it off, but all that that did was get her other hand securely stuck as well.  
  
"Shit!" she yelled angrily. For 10 minutes she pulled, yanked, and succeeded in accidentally knocking the chair out from under her legs, so that she was forced to cling to the ceiling for dear life as her dog howled beneath her.  
  
'Really, really screwed.'

xxxx  
  
"I hung there for hours. Finally Ramses just gave up and went to sleep. I was so scared, Peter," he knew that this was a big thing to admit for her. "I was scared of what was happening to me, what would happen if no one came to find me," her eyes seemed to dull as she stared off into space and shivered. "God, I don't know what I would have done if you hadn't come along, Peter."  
  
He realized how hard it must have been for her to hang there, motionless, for hours. Even so, he knew better than to try to comfort Madison. Watching her for a moment, he smiled slightly at her characteristic strengthening of character as she straightened herself up and tucked her emotions safely away. Smiling, she turned to him. "Why does it seem that I always get emotional when you're around?"  
  
"I don't know," his face cracked a grin. "Maybe I bring out the more human side in you."  
  
She raised an eyebrow and smirked. "I don't think that anybody is that much a miracle worker," then her face fell as she turned serious again. Peter knew what she was thinking about.  
  
"I've told you my story, now why don't you tell me yours, Superhero."  
  
He glanced at her. "What makes you think I have a story to tell?"  
  
"Call it a writer's intuition."  
  
He sighed and began to pace again, knowing that his suspicions were confirmed.  
  
"Nearly a year ago I was in Oscorp on a class field trip," he began hesitantly, unsure of where to start. She gave him an encouraging nod. "While there I got bitten by a genetically enhanced spider, one very much like the one that just bit you."  
  
Her face registered surprise- whatever she had been expecting, it wasn't this. "What are you trying to tell me, Peter?" she asked softly.  
  
He took a deep breath and turned to face her.  
  
"Madison, I'm . . . I'm Spiderman."  
  
As always, please review with any thoughts and opinions.


	5. Villains, Training, and Little Black Sui...

Chapter Five: Villains, Training, and Little Black Suits  
  
"Madison, I'm . . . I'm Spiderman."  
  
She stared at him in shock. Suddenly a huge grin broke out over her face. "Get out!" she exclaimed, standing up to circle him, staring at him intently. "Are you serious?" She stood back, a contemplative look on her face. "But you can't be Spiderman," she said, a light trace of sarcasm in her voice.  
  
He crossed his arms. "And why not?"  
  
"Well," she paused. "You're too nerdy to be Spiderman."  
  
He gritted his teeth. "Thanks, Madison."  
  
She grinned at him perkily. "Welcome."  
  
Suddenly she was right in front of him, poking and prodding like a scientist on a new favorite test subject. She checked his pupils, poked at his muscles, and even kicked his knee to "test his reflexes." Lifting his wrists, she suddenly noticed the odd, lumpy look they had, due to the spinnerets contained under the skin. After staring at them for a moment, she slowly lifted her own wrists to compare.  
  
They were exactly alike.  
  
Madison took a step back, her eyes wary.  
  
"Why are you telling me this?" She asked slowly, her eyes wide with an emotion that Peter couldn't place. Was it fear? Apprehension?  
  
No, he decided finally, it was hope. A wild, desperate hope, the final hope of rescue for a drowning child.  
  
"Why are you telling me this?" She insisted when he didn't answer, not even daring to believe that her secret dream had somehow come true.  
  
He smiled at her, still silently wondering what would come of this strange turn of events.  
  
"Because now, it seems, you've become just like me, Madison Avenue."

xxxxx  
  
The florescent lights in the lab flickered on as a small, nervous man in a white lab coat scurried around the tiled floors on silent feet, fervently wishing he was anywhere but there. He was acutely aware of the shadows in the part of the lab that the lights did not reach, of the man that waited there.  
  
"Is it ready?" The voice rolled out of the shadows.  
  
"Ummm, well, sir, you see, the thing is . . . " the little man flustered.  
  
"Is it ready yet?" The voice repeated, a note of dangerous agitation showing through.  
  
"Ummm, well, what I'm trying to say is . . . " he gulped. There was no getting out of it now. "Yes."  
  
"Excellent," the voice purred. "Show it to me."  
  
Trembling, the little man reached into his lab coat and pulled out a vial of greenish fluid. When he turned it in the light, it became purple, then crimson. Exposing it fully to the light, it slowly became the deepest black.  
  
"Perfect. Get it ready," the voice ordered.  
  
"But sir . . . "  
  
"Now."  
  
The little man's ferret-like eyes darted around the room, and his tongue flicked out as he nervously licked his lips. Pulling out a long, slender syringe from some unknown recess in his oversized lab coat, he gently tipped the contents of the vial into the waiting syringe. Swirling it around, he watched as the formula finally settle back to a sickly, opaque green.  
  
"I-I-It's r-r-ready . . . " he trembled.  
  
"Good," the figure stepped out of the shadows, one sleeve rolled up to reveal one slim, white forearm. Holding the syringe up to the light, the shivering scientist gently tapped it and squirted out some of the precious fluid to test for air pockets.  
  
Finally pronouncing the liquid suitable, the man took a deep breath and took hold of the deceptively thin wrist. Aiming the needle precisely, he slowly injected the swirling, murky fluid into the vein of the shadowy man's arm.  
  
The scream that pierced the night as the formula took hold caused the cowardly man to flee, running through the darkness of the lab and out into the street.  
  
He only made it a few steps before a hand clenched around the back of his neck and darkness closed in.

xxxxx

"Climb up the wall."  
  
Madison stared at him with disbelieving eyes. "You've got to be kidding me."  
  
"No, I'm serious, just try it."  
  
"Remember what happened last time I got close to a wall, Superhero?"  
  
Peter rolled his eyes. They were standing in a deserted alleyway at the edge of the city. Madison, though she was enthusiastic enough, was finding it hard to adjust. He understood.  
  
"Just try it."  
  
Sighing, Madison placed both her hands on the wall, and then pulled them back again. Nothing. She tried jumping, but her hands smacked against the brick and bounced right back off. Glaring, she turned to him.  
  
"Concentrate."  
  
Clenching her teeth to bite back an angry retort, Madison closed her eyes and took a deep breath, mentally willing this to work. Ever so slowly, she raised her left hand and placed her fingertips against the wall. Fingers shaking, her right followed. Deep breath. Concentrate. Left... right... left, right, leftrightleftrightleftright . . . .  
  
Peter stood and watched Madison make her way up the wall, his heart somewhat lightened by her success. She moved with incredible ease, her odd, elongated body structure perfect for moving quickly and quietly. In a matter or moments she reached the top and pulled herself over the ledge. Smiling, Peter followed.  
  
Madison smiled as she spun on the rooftop and stretched her arms to the sky. She had always hated the monotony of this world . . . hated it! It had smothered her since she was little- the same routine day in and day out, being nothing but another face in a sea of endless faces. Being just an average girl, living just an average life. That thought had killed her inside, but now . . . but now, inexplicably, her dream had come true. She had somehow escaped from that prison of near-nonexistence to be fully and totally alive. To be different. To be special. Of course she knew there would be risks- there always were. But for Madison, it was worth it.  
  
Oh God it was worth it.  
  
Turning, she suddenly noticed that Peter was standing right beside her. "Amazing, isn't it?" he asked softly.  
  
He was amazed to see that her eyes were shining with something that looked suspiciously like unshed tears. "It's everything I've ever hoped for," she whispered.  
"It's hard, you know," he said. "Being different. Being this way. Sooner or later you're going to have to make sacrifices."  
  
"I know," she acknowledged, but deep down he wondered whether she really did.

xxxxx  
  
Peter had insisted on a costume for Madison as soon as possible. He didn't want to risk trying to teach her web-slinging in broad daylight or with regular day-clothes on. Unfortunately, Madison seemed to have her own ideas on what her costume should entail, and therefore, in typical Madison fashion, wasn't being to corporative.  
  
"Sucks, sucks, sucks, really really sucks, you don't actually expect me to wear that, do you? Sucks, sucks, no, no, no and . . . no."  
  
Peter sighed in frustration as Madison tossed down the last of his costume ideas, her eyes watching the brightly colored sketched scatter across the floor with a disdainful expression.  
  
"Well," he said, trying to stay calm as he slid a pencil from behind his ear and laid it on a fresh piece of paper. "Why don't you tell me what you do want."  
  
"Are you sure you want to hear all of this?"  
  
Right then, all Peter wanted to do was smack that irritating trademark smirk right off of her face. "I'm listening."  
  
Madison took a deep breath and smiled. Peter blanched as she began to rant.  
  
"Nothing stupid, nothing lame, nothing bright, nothing colorful, nothing tacky, nothing slutty, nothing revealing, something black, must have some sort of pockets, must have boots, NO SPIDER LOGOS, nothing silly, nothing cartoonish, nothing 80's, easy to move in, nothing stuffy, nothing bulky, nothing . . . "  
  
"Ok, ok, I get it," Peter crossed out his latest sketch on the paper and stared at her. "Perhaps you have an idea of what you want it to look like."  
  
Madison smirked and dug into her pockets, quickly producing a crumpled piece of paper. "There ya go, Chief."  
  
Raising his eyebrows, Peter gingerly took the paper from her outstretched hand and unfolded it, staring at the drawing inside.  
  
It was simple, black, and very, very Madison. The whole thing was a black bodysuit with a whitish spider web design arching outward from her chest to cover the rest of her body, including her black mask with its diamond shaped, upward sweeping silver eyeholes. Slim, knee high boots with no heel that fitted over the bodysuit were an unusual touch, and a silver, chunky belt hung from one hip and drooped slightly downward over the other. Peter glanced upward, amused.  
  
"It's very . . . black," he commented.  
  
"Exactly."  
  
"What's the purpose of the belt?" he asked, pointing.  
  
"Oh, that," Madison looked extremely pleased with herself. "Well, I wanted pockets, but then I realized that the idea of pockets in spandex was a little illogical. So I designed a belt, made up of little metal containers linked together . . . to hold stuff."  
"You've really thought this through, haven't you?"  
  
Madison beamed.  
  
He sighed. "It's kind of plain, but," he paused at the hopeful look on her face. "Fine. I'll get the materials tonight."  
  
Madison squealed and gave him an excited hug. Grinning at her giddiness, Peter was surprised to say that maybe she was the right choice for the job. He didn't really hate her anymore, and there might even be a way that they might someday be, well, friends. It was possible, wasn't it?  
  
Peter stared as she danced around the room, then shook his head.  
  
'Nah.'  
  
Reviews always most welcome.


	6. An Almost Peaceful Interlude

Chapter Six- An Almost Peaceful Interlude  
  
Three weeks passed peacefully enough. Work was good, if not demanding, Jameson was a vulture as usual, and Peter and Madison's nights were spent refining the basic techniques of being a web-slinger. Madison still wasn't really getting the hang of it- her aim was horrendous- but things were progressing.  
  
And so came a lovely Sunday morning at Peter's tiny, itty bitty little apartment in center city. Peter and Madison had just gotten through a night of intense training (Madison's aim was getting somewhat better), and Madison had crashed at his place, due to the fact that they had a column due by the next day and would be using the bulk of that Sunday working on it. Currently Madison was sitting cross-legged at Peter's coffee table in yesterday's clothes, with papers spread out around her and a cup of tea in her hand. Peter was in a small back room he had refurbished and now used for developing pictures. Everything was idyllic.  
  
Then the doorbell rang.  
  
The door to the darkroom cracked open and Peter appeared, a stack of photos in his hand.  
  
"Did you just hear something?"  
  
"Aren't you supposed to have super-hearing or something, Superhero?" Madison asked lazily from her spot on the rug. Glancing upward, she grinned as he crossed his arms irritably. "Yeah, the doorbell just rang."  
  
He stared at her. It rang again.  
  
"Aren't you going to answer that?"  
  
Sighing grumpily, Peter padded to the doorway, yanked it open, and found . . .  
  
Harry, with a stupid grin on his face.  
  
Peter just stared. Finally he found his voice.  
  
"Ummm, Hi Harry," he choked out. "What . . . what are you doing here?"  
  
"Hi Pete, I just came over to catch up," he lowered his voice. "Actually, I wanted to ask your help with something."  
  
"Sure Harry, what about?"  
  
"Actually, it's about . . . " his face paled slightly as a second figure entered the room. "Madison."  
  
Peter was surprised that he even remembered her name.  
  
Madison raised an eyebrow. "Hi," she greeted, unsmiling. "You must be Harry."  
  
"Yeah, how did you know?"  
  
She gave him a 'are you slow?' look and then turned to Peter with a look to say 'and you're friends with him?' Out loud, she cracked a grin and said, "You do know Peter's a photographer, don't you? His whole apartment is plastered with photos. Most of his high school day-pictures are with you. You guys must have been best friends." She stressed the past tense slightly, indicating that she had noticed how they never communicated and how Peter never talked of him.  
  
Harry blushed embarrassedly. "What are you doing here?" He glared at Peter out of the corner of his eye.  
  
"Oh, that," Madison pivoted to the fridge, dug around, and pulled out what appeared to be a month old, unpeeled carrot. "We have an article due tomorrow," she said between bites. "I just popped over here early to work on it." As proof she waved her hand to the slightly visible tip of the coffee table in the next room.  
  
"Oh," he didn't look convinced. Actually, in Peter's point of view, he looked . . . mesmerized. "Peter, can I talk to you in the other room for a sec?"  
  
"Sure," Peter turned to follow his friend, casting a backwards glance at Madison as he shrugged his shoulders.  
  
Peter had just entered the room when Harry rounded on him. "Is there something going on between you two?" He hissed.  
  
Peter made a face. "Madison? God no," he snuck a glance in the kitchen and watched her gnawing on that damn carrot, not a care in the world. "We can barely stand each other."  
  
Harry looked relieved. "Oh, good."  
  
Peter glanced at his friend, praying with all of his heart that Harry, his best friend, slightly off Harry, didn't have some sort of schoolboy crush on . . . he grimaced . . . Madison. Outwardly, he smiled and said, "Why, Harry?"  
  
Harry looked embarrassed for one of the first times in his life. "Well, I was wondering . . . since you guys are partners and everything . . . "  
  
'No! No!'  
  
"If you could, you know," he grinned sheepishly. "Set us up."  
  
Ok, that was the last straw. First she comes into this town, gets into his life, gets his powers, and now gets his best friend? Peter glowered.  
  
"I'm sorry, Harry, I really am, " he turned to the door. "But I can't do that. You don't know Madison. You don't want to know Madison."  
  
"Please Peter," he grabbed his friends arm, his expression desperate. "I know she's a little . . . uncouth, but," he shrugged his shoulders helplessly. "Please. I . . . I know it sound's crazy, but . . . she's all I've been able to think about."  
  
Peter groaned inwardly. He was just about to refuse a second time when a vision flashed through his head, memories of laying his best friend's father to rest. He owed Harry something. He guessed that this was it.  
  
He HAD to get her on this date.  
  
Peter smiled weakly. "Sure, Harry. I'm sure she'd love to."

xxxxxx

  
"Are you nuts?" Madison had her hands on her hips and was staring at Peter as if he had grown a second head. "That freak roped you into asking me out for him?" She rolled her eyes. "Get real."  
  
"He's not a freak," Peter glowered. "He's my best friend."  
  
"Mmmm hmmm," Madison chucked the remains of the carrot away and frowned in disapproval. "Well, I'm sorry Superhero, but there is no way in hell that I'm going on a date with your best friend. Besides," and here she cast a knowing glance in his direction, "isn't that one of those 'sacrifices' we as super people have to make? Never being able to fall in love?"  
  
"No, not never being able to fall in love," Peter's expression was wistful. "Just never being able to do anything about it."  
  
There was silence for a moment as Madison stared at him thoughtfully. Then she shrugged and turned away.  
  
"I wonder when I'll get to meet her," Madison mused out loud.  
  
"Who?"  
  
"This girl that you're so in love with."  
  
Peter was dumbfounded. Could every person in the world just read him like a book? Was he that obvious? He hadn't even seen M.J. in months. His mind veered away from that subject, it was too painful.  
  
"It's harder than you think," Peter whispered harshly, the memory of his rejection of M.J. fresh in his mind. "Never falling in love. Never having anyone to care about. I don't think even you could do it."  
  
Madison turned to the wall, her back rigid. "You don't have to worry about me. This power, this life, this is my destiny." Her face grew stony. "I can swear to you now that I will I will never fall in love."  
  
Peter stared at her. "You know the scary thing Madison?" he asked as he turned to leave the room. "I actually believe you."  
  
Review please, my wee ones.


	7. The Solitary Spider

Chapter 7: The Solitary Spider  
  
Madison flew back as the punch landed perfectly on her jaw. "Ow!" she exclaimed, sitting up and rubbing it. "Watch it, will you?"  
  
Spiderman smirked at her. "This is training. You have to quit being such a baby. Besides, you could have dodged that last one. You're distracted tonight."  
  
Madison ripped off her black face mask and wiped her sweaty hair out of her eyes. "So what if I am? This is so frustrating!" She sighed and perched on the ledge of the building they were on, staring at the world below. "I'm so tired, this double life is killing me, how do you do it?" She turned to eye him as if he was hiding the secret to constant perkiness in his spandex outfit.  
  
Peter laughed and joined her on the ledge, reaching up with one hand to remove his own mask. "Your body just gets used to it, I guess," he said.  
  
She was about to answer when a ringing filled her ears and the world seemed to spin slightly. She stumbled backwards for a few seconds until it calmed down.  
  
"Damn stupid 6th Spider Sense or whatever the hell it is," she muttered, raising her eyes to look at Peter. "I guess you're gonna have to be going now?"  
  
He nodded. "Stay here and practice your aim," he ordered as he replaced his mask and swung off. Madison scowled. One of the many things she couldn't stand was to be ordered around. And right now, with a splitting headache, five hours of sleep in the past four days, and nothing but a little super-caffeinated latte in her stomach, that order was the breaking point.  
  
"Practice my aim?" She grinned demonically. "Oh, I'll practice my aim. Looks like you're going to have a little help, Superhero."  
  
Laughing softly into the night air, Madison tugged on her black mask and straightened her belt as she strode over to the edge of the building.  
  
Suddenly she was nervous. For some reason, her webs never seemed to work properly for her. She just couldn't get the hand motion right. Staring at the building in front of her, Madison took a deep breath, lifted her hand, and took aim.  
  
Nothing.  
  
"C'mon," Madison muttered as she shifted hand positions slightly. "C'mon, you stupid web, fly, damnit," she changed her hand again and shook it angrily. "C'MON!" She yelled, and suddenly the all too familiar milky- white substance shot out of her wrist. She grabbed in quickly.  
  
"Ok, girl, you can do this," she whispered. "Just ease your way over the edge, and . . . "  
  
Her foot slipped and she plummeted towards the street, holding tightly onto the webbing for dear life.  
  
"AHHHHHH!!!" she screamed. Suddenly she noticed the building right in front of her. "AHHHHH!"  
  
Lifting her wrist to change her position, Madison prayed that for once the damn web would work. It did, and attached to another building, successfully changing her course. Unfortunately, Madison had misjudged the distance between the two buildings and before she had a chance to aim again . . .  
  
SMACK. Madison groaned as she began to slide down the building. Quickly placing her fingertips on the wall, she made her way up the side and onto the roof, where she sat down, nursing a splitting headache and a bruised ego, before getting up and trying again, determined to reach Peter.  
  
Leave her behind, would he? Not anymore.  
  
xxxxxx  
  
Spiderman had just finished off ten or so big, heavily muscled men in black that had come upon him from the darkness of an alleyway, apparently having lured him there by robbing a store. They had come from all angles, but although it took a bit longer than usual, they were finished before he even had to break a sweat. He was just taking on the last two thugs when Madison arrived and hid in the shadows of the alleyway.  
  
One of the thugs charged him. Spiderman casually stepped aside and stuck out one foot. The thug tripped and flew headfirst into the remaining thug.  
  
"You should watch that last step," Peter smirked under his mask. "It'll get ya."  
  
Slow, mocking clapping echoed from the shadows. "That was beautiful." A sarcastic masculine voice rolled out of the darkness. "You passed that little test with remarkable ease. Not that I had any doubt."  
  
"Show yourself," Spiderman ordered.  
  
The figure stepped out of the shadows, though there wasn't much to see. He was clad all in black, his outfit even more somber than Madison's. "Hello, old friend," the figure hissed.  
  
"Who are you?"  
  
The figure laughed softly. "Now that would spoil the surprise." Suddenly the figure growled. It was the only warning our hero had before the dark man lunged.  
  
The man's fist's seemed to be everywhere, moving at an almost superhuman speed as he pummeled our hero. Spiderman was so shocked that at first he was using only defense moves. There was something wrong- this wasn't a normal human he was dealing with.  
  
"Who are you?" Spiderman shouted after narrowly missing a punch. The figure just attacked harder.  
  
The dark man drove his fist upward at Spiderman's head, a move that could easily have broken his nose or worse, shattered his skull. Knocking the fist out of his way, Spiderman lunged and went for his attackers eyes. Moaning in agony, the man reeled backwards, but before Spiderman had a chance to finish him off, he charged again, now trying to trip his adversary. Spiderman shot webbing out of his wrists and attached them to beams sticking out over his head, using them to pull himself up to miss the leg that swung to trip him. Unfortunately, he stumbled while coming down, and was just getting his footing again when powerful hands seized him around the neck and slammed his head into the brick wall. The man's finger's tightened around Spiderman's neck as he continued to bash his head in, making it harder and harder for our hero to breathe. This man wasn't just trying to kill him- he was trying to see him suffer. The killing, it was assumed, would come later.  
  
Spiderman was just struggling to grab at his attackers face when a tall, lithe figure in black swung cleanly down from some hidden area and swiped the dark man off of his feet with her heels. Doing a double flip in the air, Madison landed and held out her hand to the superhero.  
  
"Looks like you could use a little help."  
  
Peter was too thankful at the moment to be angry- he'd get to that later. Nodding, he was just getting to his feet when Madison was knocked to the side by the dark man. She skidded several feet and slammed into the wall.  
  
"I have no quarrel with you," the man hissed. "But be assured, I will if you continue down this path."  
  
"Why don't you fight someone you do have a 'quarrel' with?" Spiderman's mocking voice rang from behind them. The man spun around, but this time, our hero was ready.  
  
Now that the fight was equal, it was the dark man who was using strictly defensive maneuvers. After only a few moments of fighting, however, his body changed as he seemed to realize something important.. Throwing in one last punch that sent Spiderman flying into a wall, he spun around with one last growl and vanished into the night.  
  
Madison got to her feet, a bit dazed. Luckily, her Spider Sense went off just in time to notice another black figure diving at her- one of the thugs. Slamming into her, they rolled on the ground for a moment, his fist's railing into her body. Hissing under her breathe, Madison managed to get him pinned on the ground and slammed his head into the cement. Then, after a moment's pause, she ripped his ski mask off.  
  
Her eyes widened. She knew this man.  
  
He lived on her block- he was a regular at the grocery store that she went to and the coffee shop that she frequented. She had often smiled at him and his family: a young, pretty wife and newborn baby daughter. He was well educated and sophisticated, but mainly he was nice. He had even offered to set her up with one of his college friends when he had noticed Madison's perpetual lack of a steady boyfriend. And his wife adored him, epitomizing everything Madison thought that love should be.  
  
He was perfect. His life was perfect. She had envied his idyllic home life and happiness more than she cared to admit. And here he was, wearing a mask in both the literal and figurative sense. He brought out her old hatred of humanity with a new and frightening intensity.  
  
Madison growled, an altogether frightening, feral sound when it was coming from her. She swung her fist, punching him over and over again until she thought that he must have lost consciousness. Amazingly, he was still awake.  
  
"Who are you?" he whispered, blood pouring from his mouth and nose.  
  
Madison stared. "Who am I?" She whispered. Snatches of many conversations flitted through her memory, culminating at this one, exact moment.  
  
'Isn't that one of those 'sacrifices' we as super people have to make? Never being able to fall in love?'  
  
'This power, this life, this is my destiny. I can swear to you now that I will I will never fall in love.'  
  
Memories of her high school science class rang in her head.  
  
'The Black Widow, a solitary spider, they are called so because they devour their mates after mating . . . .Black Widow, the solitary, deadly spider . . . .'  
  
Madison smiled grimly from behind her mask. Morbid, yes, but in some twisted way, fitting.  
  
The bastard's of the world didn't know what was coming to them.  
  
Madison threw in one last punch for good measure, watching in disgust as the idiot finally blacked out. Standing over his prone body, she laughed coldly.  
  
"Who am I? I'm Black Widow."  
  
The dark man had seen enough. Satisfied, he rose from his hiding place and vanished into the night.  
  
Reviews most welcome, ya'll come back now ya hear! 


	8. A Partnership is Formed

Chapter 8: A Partnership is Formed  
  
There was silence for a moment after the battle was done. Madison was poised over the unconscious body, her breath ragged as she stared at the figure. Peter was staring at Madison, stunned. Slowly, anger began to rise to the surface as he remembered what she had done, jumping into a battle she was not ready for yet. When he spoke, it was in a tightly controlled voice.  
  
"We're leaving. Now."  
  
Madison turned. "Peter, I . . . "  
  
"Now."  
  
"Where to?" Madison hurried to keep up with his retreating figure.  
  
He paused for a moment before climbing up the wall. "We have to talk."  
  
Madison got a sinking feeling in the pit of her stomach as she uneasily followed behind the red and blue clad figure. Reaching the roof, he didn't even glance behind to check if she were following; he just ran to the edge and plummeted. A few seconds later she could dimly see his fading figure swinging through the city. Madison bitterly wished that she had that kind of grace as she stood and clumsily attempted to get her web to work. A few seconds later her exhilarated shriek filled the night as she flew- and sometimes crashed- across New York.  
  
They arrived at his apartment in record time, and here Madison hesitated, unsure of whether or not to follow. He paused above his window and turned to stare at her, jerking his head to indicate that she should come inside. The sheer tenseness of his body showed how furious he was, and Madison gulped shakily before lifting her chin and following him in.  
  
She leapt smoothly through the window and tugged off the mask, gratefully breathing in the cool air of his apartment. She jumped slightly as the window slammed behind her.  
  
Peter took off his own mask and stared at her guilty face.  
  
"What did you think you were doing back there?" he asked softly.  
  
Madison stared back, defiant. "Helping you."  
  
His gaze was incredulous. "Helping me? You could have gotten us both killed!"  
  
"Yeah, but ironically, I think I just saved your life!" Madison snapped, her own anger rising.  
  
He paused. "Yes, you very well might have," he said softly. "And I thank you," his anger seemed to return. "But that doesn't give you any right to . . . "  
  
"To what? Do what you do? Wake up, Spiderboy! Look who has the exact same powers as you! Do you expect me to sit here and watch while you go and fight crime?"  
  
"Madison, I know your antsy," she snorted. "But this isn't right. You need more training."  
  
"Like hell I don't!" Madison was getting irrational.  
  
"You crash into walls!"  
  
"Look, all I'm saying is that I'm not going to sit around here like your bloody sidekick just because I'm female!" Madison shouted.  
  
The silence that hung in the air was thick.  
  
"Is that what you think?" Peter asked hoarsely, shakily sitting down on the sofa.  
  
Madison gave a derisive laugh. "Is there any other way to see it? I'm just as strong, just as capable, a little clumsy but then I'm sure you weren't perfect in your first month either. I may be just 'strange little Madison', but I am the only person in the world that can help you right now, and I'm left here to twiddle my thumbs! And . . . and for God's sake, I'm older than you!"  
  
He stared at her wearily. "By nine months, Mad."  
  
"Shut up!" Madison yelled childishly. "Do you see what I'm saying? And I swear to God if you say anything about having to baby-sit me I will smash your face in here and now!"  
  
He stood and stretched, then crossed the room to face her. "I'm not being sexist, Madison, I don't look down on you. It's just . . . "  
  
"Just what?"  
  
He turned and ran a hand through unruly brown hair. "It was so much easier by myself. I've lost many people who I've been close to. I didn't want to throw you headfirst into a situation where you very well may be killed."  
  
Madison smiled slightly. "I can take care of myself."  
  
"I know," he sighed. "Believe me, Madison, I know."  
  
Madison came and laid a comforting hand on his shoulder. "Look, if it means anything, I'm sorry about butting in tonight, even if I did save your life." There was only silence. "Is there anything I can do to make you forgive me?" She felt silly; after all, she had saved his life. Even so, he seemed upset. It was only after he turned to face her, his eyes all lit up, that she realized he was just waiting for her to say that.  
  
"Actually," he began, smiling, "there is something you can do for me."  
  
Madison gulped. "What's that?"  
  
He grinned evilly. "Go on the date."  
  
Madison stared, dropped her mouth open, closed it with a snap, and stared some more. "Damn you!" she snapped. Then she laughed. "That was good. You're hanging around me to much- it's rubbing on ya."  
  
"So you'll go?"  
  
Madison stopped laughing. "You got the upper hand on me, Pete. I guess I'll have to," she held up one forefinger. "But be forewarned, I won't let you get one up on me again," she paused. "Partner."  
  
He raised an eyebrow. "Partner? I was thinking more along the lines of sidekick."  
  
"You don't work solo anymore, Superhero," Madison shot back as she headed for the window.  
  
"Oh, Mad," she paused and glanced back from the window. "Thanks . . . partner."  
  
She winked and tugged on her mask, leaping lightly out into the night as he leaned against the wall. Tomorrow would be the same as always. Madison would be just as much as a piss-off as ever, and Peter would be struggling to stay calm. But for tonight, at least, there was some understanding. Not really friendship, just calm.  
  
Peter winced. Why did he feel that this was the calm before the storm?  
  
xxxxx  
  
The lab was cloaked in darkness as the clock hit midnight. A solitary figure sat, slumped, in the middle of the tiled floor. Black mask tossed unceremoniously on the ground, the young man stared at the tiles, berating himself. He had acted foolishly and he knew it. But he was just so angry! At first the plan was just to watch, the gauge the measure of this so called 'Superhero's' abilities- hence the all black outfit. But when he saw him there, acting so righteous, flaunting his power, the Dark Man had just snapped.  
  
Though many of his actions had been foolish and rash, things seemed, for a moment, to be going well. Blinded by rage, the Dark Man had had Spiderman cornered, the Superhero's head battered into the wall. Everything was going well.  
  
Then she showed up.  
  
The Dark Man glowered. That little girl had powers far beyond that of a normal human's. He grinned. Though unskilled, this 'Black Widow' might be useful. If only . . .  
  
He veered his thoughts away- there would be time for that later. The important thing now was getting to Spiderman, making him suffer . . .  
  
He was glad, the Dark Man contemplated as he lifted a syringe and stared at it thoughtfully, that the little girl had stopped him from bashing Spiderman's head in permanently. It would have been too easy, too painless . . .no, the man decided, it would be much better to wait.  
  
Laughing maniacally to himself, the Dark Man pierced his vein and slowly injected the swirling green liquid, pausing to savor the pain. Soon, very soon, his whole plan would come together. And Black Widow . . . if all went well, this mysterious fighter would help lead the hero to his destruction. If all went well, Spiderman might be dead a lot sooner that expected.  
  
The dark man threw back his head and screamed as the formula's piercing effects took hold. Slowly, ever so slowly, the scream turned into a horrible, maniacal laugh. Standing up, the dark man laughed as power coursed through his body. Ah, the wonders of genetics!  
  
xxxxx  
  
You've finished the chapter, now what should you do? Well why don't you click on the screen and review! 


	9. The Red Death

Chapter 9: The Red Death  
  
"And now you're back," Madison ducked a punch, "from outer space," she grabbed the attacking wrist and twisted it, hearing it audibly snap. "I just walked in to find you here with that," she paused and drove her fist upward into the attackers nose," sad look upon you're face. I should have," she dropped to the ground and swung her leg out, tripping two at the same time," changed that stupid lock, I should have," the two fumbled and stood up again, and Madison's Spider Sense told her that one was left standing behind her. "Made you give your key," she jumped backward onto her hands as if to do a back flip, flung her feet up and kicked foreword and outward, one foot hitting each thug squarely in the face, "if I had thought for just one second," she then used the force of the blows to propel her feet up and back over her head in a continued back flip until they slammed into the face of the man behind her, "you'd be back to bother me." She changed direction to forward again, letting her feet fly back over her head and pushing off the ground with her arms to land squarely back on her feet. "Oh I will," she spun around, letting webbing fly from her wrists to cocoon the attackers. "Survive."  
  
Clapping sounded from behind her. "Excellent," a voice purred from out of the shadows. "Precision, improvisation, accuracy . . . a near flawless performance."  
  
Madison stayed exactly where she was but shifted her body weight slightly so she was ready to attack.  
  
"Lacking in strength, fluidness, and speed. But all in all, not a bad show," there was a low chuckle. "Not bad at all."  
  
Madison kept her back straight, her breathing deep and even. She knew this voice.  
  
"But those were unworthy adversaries; dumb, clumsy thugs. To truly test someone of your skill, I think one would need a more worthy opponent."  
  
Now Madison turned, straining her eyes into the shadows.  
  
"Where are you?" she whispered.  
  
"Right here," one of the shadows broke away from the others and slid to stand before her, not ten yards away. "Hello, killer."  
  
Madison crouched down low, flexing her fingers in preparation for an attack but pausing for just a moment to allow herself a good look at him. He was lean and tall, his whole body and face covered by a black bodysuit with no apparent eyes. She briefly wondered how he could see out of the opaque black material. However, this time his outfit was different; over the black he had on close fitting armor- a breastplate covering his chest and another sheet slung over his back, with two plates on each of his arms, one fitting over the top of his biceps with the underneath of the arm covered only by the black, and the other wrapped around his entire forearm, the two separated so he could move his elbow easily. Two more pairs of plates covered each of his legs, the top one covering only his quads with the back open, and the bottom fitted snugly around the entire calf. The armor itself was a deep, polished blood red.  
  
"I'm not playing games," she hissed. "He's not here, so I suggest you crawl back into whatever hell-hole you came from and wait for another chance to wreak havoc on Super Spider Boy, 'cause I'm not really in the mood to deal with any crap tonight."  
  
The figure grinned beneath the mask. He knew, as she did, that she couldn't take him. Not alone. Not after the beating he had administered to Spiderman, her superior in many ways. She was smart though, he thought with a smile. She was keeping her anger in check, trying to stall him, trying to give herself and her 'partner' time to figure out a way to put an end to him. But what they didn't know was that there wasn't a way. He was, as it were, invincible. Or at least would be soon enough. So he was content to let them scheme and plan; the ending would still be the same.  
  
Even so, he was bored. Taking one out now would be a very nice prelude to the final show.  
  
Or maybe he wouldn't have to take her out of the game.  
  
He snapped back to reality as he realized that she was staring at him, waiting. Leisurely he pulled out a small hidden saber from the recesses of his armor and, with a flick of the wrist, began cutting a figure eight through the heavy night air.  
  
"I have an offer for you," he said finally, speaking so softly she had to strain to hear him. He let the blade spin faster, watching in a mesmerized way as the light danced off of it's perfectly polished silver surface.  
  
Madison gave a derisive bark of laughter. "What could you possibly have to offer me?" The fire had gone from her eyes now as she stared at him, cool, calculating, summing him up. He got the distinct impression that, though cautious about fighting him, she wasn't really impressed. He would have to change that.  
  
"Power," he let the word roll off of his tongue, watching her out of the corner of his eye. She gave no outward change.  
  
Finally she raised an eyebrow. "Really? Is this the token offer of the dark side, the 'Luke I am you're Father, join me' that we heroes are always supposed to refuse? Shall I now say: 'No, because I am right, I am just, I am a hero,'" her voice was distinctly mocking.  
  
"Yes, well, that would be something that you might say if you were the token hero. But I know that you are not," he abandoned the sword now and instead began to circle her, always staying just in the shadows. "The only reason you took this job was to hurt people, to take out your misbegotten revenge on the bully, the antagonist. That's the difference, you see. Spiderman appears to be the hero to help the little guy, the underdog. You . . . you don't give a damn about them. You just want someone to take your rage out on. And who better than the villains of this city. It's perfect. You get to do what you want with those that are considered less than innocent, and in the morning you get to slap on the title 'Hero' and feel good about what you did, because it was the bad guy you hurt, the one who deserved it. It's the intention that counts, Black Widow, because even though you both do the exact same thing, he's the hero . . . and you're not."  
  
Madison stared at him, shocked. Was she really . . . could it be . . . she shook her head. No, no, this couldn't be true, couldn't be true, couldn't be . . .  
  
Rage and frustration clouded her thinking. She hated having anybody get one up on her, and all she could think was that he was right, he was so right, and she hated him all the more for it.  
  
Rage overtook her as she let out all of the pent up feelings she had been holding in for weeks. And then she leapt, fists poised and ready, not caring about the danger, she just wanted to take him down, even if she had to go down with him.  
  
She saw the glistening end of the sword in front of her and knew that it was too late to turn, to late to change direction, to stop.  
  
A red and blue clad figure caught her in mid-jump, snatching her from the air to fly overhead and land on a rooftop.  
  
Madison tumbled unceremoniously to the ground and sprung up again, but Spiderman was already in front of her.  
  
"What were you doing back there?" he snapped, grabbing her shoulders and forcing her to look at him. "Were you trying to get yourself killed? 'Cause you were doing a pretty good job of it."  
  
She stared at him in silence.  
  
He released her shoulders but stood facing her, his shoulders slumped. "God, what is with you? I can't work with you if every time I turn around your jumping into some situation that . . . " he paused as his Spider Sense went off, and he noticed that Madison's posture had changed slightly, her eyes wide in shock. Except she wasn't looking at him, she was looking behind him.  
  
"What the hell...?" Madison began, backing up a step.  
  
Spiderman spun around, and what he saw made his stomach lurch with bitter memories.  
  
The man was floating just above the roof of the building, and he was riding . . .  
  
'Oh, God,' Spiderman thought. 'It's the glider. It's Osborne's glider.'  
  
"Surprised to see me?" the figure atop of it taunted, his armor gleaming in the darkness.  
  
Spiderman frowned. He wanted desperately to ask where in God's name the villain acquired the machine, but refrained himself. Instead, he shouted over the whine of the engine: "Who are you? What do you want?"  
  
The figure laughed demonically. "That's a surprise." He did a double flip off of the glider to face them, twin sabers in his hands.  
  
Suddenly Madison was behind him and, with a quick nod from Spiderman, aimed her heel and kicked him straight in the back. Caught unawares, the man stumbled forward, only to be caught in a headlock by Spiderman himself.  
  
"So," the hero commented conversationally, "do you have a name?"  
  
The man slammed his elbow into Spiderman's stomach with enough force to leave him gasping for air, and slipped out of harms way. "No pestilence had ever been so fatal, or so hideous," he quoted jeeringly.  
  
Spiderman knew immediately what he was talking about; it had been part of one of his college courses, but to his surprise, Black Widow answered first.  
  
"Edgar Allan Poe's 'The Masque of the Red Death,'" she said without even giving herself time to think.  
  
The man nodded. "Very good. I think it's fitting, don't you?"  
  
Black Widow snarled and crouched down, catlike, and prepared to attack. Spiderman followed suit.  
  
Then something unexpected happened. The man, Red Death, faltered. He swayed slightly, holding onto the side of the glider for balance. Making a quick decision, he flipped into the air and landed squarely atop of it, sliding his feet with a click. Both Black Widow and Spiderman charged him, only to turn and run the other way as what appeared to be a small missile became visible from underneath the glider.  
  
"Blood was its Avatar and its seal --the redness and the horror of blood," he quoted as the missile discharged. "And there will be blood, Spiderman, I can assure you of that! You will pay for the blood that you have spilled! You will pay for my pain!" And with that the missile descended.  
  
Neither of them had even run so fast in their life. Leaping to the edge of the building, they swung web lines and, without even waiting to see if they attached, pushed off of the edge. Luckily both hooked onto a building across the street, and they were halfway there, in mid-swing, when the abandoned warehouse they were just atop of exploded.  
  
The duo stared across the street at the flames, shocked. Finally, with a little shrug, Spiderman turned to Black Widow.  
  
"Don't you have a date tonight?" he asked pointedly.  
  
Madison smacked herself in the head. "Damnit! Yeah, hold on," she rummaged through her belt and came up with a watch. Clicking the top button to make it glow, she stared at it in undisguised shock. "Shit! I'm late, I gotta go." She turned to him. "You OK?"  
  
"Yeah," he said, something nagging at the back of his head. "Yeah, you go on ahead."  
  
"See you at work tomorrow," and with that she was off, slinging through the streets. A few seconds later a distinct thud was heard, accompanied by an "ow", but she was back in the air a second later.  
  
Pulling off his mask, Peter sank down onto the ledge, his mind troubled. He knew that voice, knew it so well, and the voice that he knew had a motive, an ability, a reason to become this horrible apparition.  
  
But no. Peter pushed that thought out of his mind. He wouldn't believe it. It couldn't be.  
  
It couldn't be.  
  
Could it?  
  
"And now was acknowledged the presence of the Red Death," he quoted softly into the night air. He smiled bitterly.  
  
In his mind, in the deepest recesses of his soul, he knew who the Red Death was.  
  
But he would not admit it to his heart.  
  
xxxx  
  
Oh woe is me, when you don't review . . . 


	10. The Date and Other Strange Events

Chapter 10: The Date and Other Strange Events  
  
Madison checked herself in the mirror one last time and smoothed her skirt self consciously. She was thankful that she was going out that night with someone who obviously wasn't very punctual. He was over a half and hour late, giving her time to change and make herself presentable. Madison gave another glance in the mirror as the doorbell rang, running her fingers through her short dark blond locks, which were shorter than ever due to the haircut she had gotten the day after her transformation. Shoving one last clip into her hair, she pushed the last few stray strands back from her face with her shades and pivoted to answer the door.  
  
%2p; Harry lowered his hand and smiled sheepishly. "Hi."  
  
Madison raised her eyebrows. "Hey."  
  
"Sorry I'm late," he said. There was an awkward silence. Finally he laughed in a slightly self-decrepitating manner and held out the flowers. "These are for you."  
  
% Harry lowered his hand and smiled sheepishly. "Hi."  
  
Madison raised her eyebrows. "Hey."  
  
"Sorry I'm late," he said. There was an awkward silence. Finally he laughed in a slightly self-decrepitating manner and held out the flowers. "These are for you."  
  
Madison grinned widely and accepted them, motioning for him to come in. "Thanks. You can make yourself at home as I go put these in water," she had seen people in movies say stuff like that before, so it seemed the right thing to say. He nodded and stepped in the room, glancing around before settling himself on the couch.  
  
Madison returned shortly, sett a vase with the flowers in it down on the coffee table, and turned to pull on her black trench coat. "Ready to go?"  
  
xxxxx  
  
The restaurant was small and tastefully furnished, the sky high prices that allowed only the richer inhabitants of the city to dine there in place only because of its world famous cooking. It was, in Harry's opinion, perfect.  
  
He allowed himself to be led by a waitress to a table in the far corner, shadowed and slightly dark. Sliding off his coat, he sank into the comfortable chair and flicked open his menu, casting a sideways glance at Madison. He didn't know what had drawn him to her- she wasn't even the kind of girl that he usually fell into infatuation with. Normally, Harry was all for the kind of girl that one of his stature was expected to date: someone typically beautiful and chic who loved everyone and who wore their emotions right on their sleeve. Madison was none of these. She was blunt, manipulative, and from what he could tell from Peter's accounts, downright infuriating. She even looked the part, with strangely hawk-like features and piercing green eyes. It was the eyes that got him. They stared straight through you to your soul and seemed to judge you by some set of standards beyond those that society set. No one had ever looked at him like that before.  
  
Harry snapped out of his thoughts as he realized that she was watching him, an amused smile playing on her lips. Leaning forward slightly, he tapped her menu and said, "you should really try the Fettuccini Alfredo. It's amazing."  
  
"Really?" Madison scanned down the menu. A few moments later the waitress came to take their order. Harry noticed with a slight smile that she ordered the exact opposite of what he had suggested, but for Madison, he supposed, that was to be expected.  
  
Madison leaned on her elbows and stared at him curiously. 'Those damn eyes,' he thought, feeling his throat constrict as she opened her mouth to speak.  
  
"So what do you do for a living? I've heard that you own some big company that works with the government."  
  
He nodded, taking a gulp of water from the glass next his arm. "Yes, Oscorp, we're the chief supplier to the United States Military."  
  
She looked interested. "Really? What do you specialize in?"  
  
He took another sip of water. At this rate he would have to go to the bathroom every five minutes. "Many things . . . robotics, genetics, engineering, cybernetics . . . "  
  
"Wow," she paused, looking at him questioningly. "How did you come to be in charge of all this, you're only what, 20?" She somehow managed to make it sound condescending, even though she was probably the same age.  
  
"After . . . after my father died I was left with complete control of the company."  
  
She looked flustered. "Oh, I'm sorry."  
  
"I am too," he said softly. Trying to lighten the mood, he said, "but I'm doing fine, with being in charge of the company I mean. You wouldn't believe some of the designs I found while going through my father's files. Machinery, technology that's like something out of a sci- fi movie. He was a genius. I just hope I can put some of his ideas to good use. The staff and I have already been able to assemble some of his designs properly, it's really very exciting."  
  
"Sounds like it is," she smiled, her Spider Sense tingling ever so slightly in the back of her mind. She ignored it.  
  
Their salad's came and there was silence for a few minutes, each focusing on the food in front of them. Finally Harry glanced upward. "So what about you? Got any stories to tell?"  
  
Madison sighed and pushed her food away, looking thoughtful. "Not really, so far I've had a predictably boring life." Except for this last month...she added privately in the back of her mind. "I was enrolled in the University of Chicago, but left in my second year to come to New York to get a job as a journalist. Not the smartest thing in the world to do, but," she shrugged, "at least it brought me to where I am now. I have a normal family and a normal home, but I guess I left that and college because I wanted to be anything but normal. Do you ever get that feeling?" She asked, tilting her head and staring at him.  
  
He smiled slightly. "Sometimes. And I agree with what you did. Sometimes you have to do things differently, deal with things in your own way. Take matters into your own hands."  
  
Madison smiled in an unusually cheery way. "I knew we'd understand each other."  
  
His heart felt lightened at her grin, and he continued the rest of the meal with a smile on his face.  
  
xxxxx  
  
"So, how'd the big date go?"  
  
Madison rolled her eyes sleepily and turned to stare at the ever perky Peter standing behind her, a fresh stack of newly developed photos in his hand. "How can you be so frickin' perky all of the time?" She asked, annoyed. "It's seven in the morning, be tired, damn you!"  
  
"Can't," he responded cheerily. "Five cups of coffee will do that to you. So how did the date go?"  
  
She sighed. "It went fine." At his continued stare, she laughed and threw up her hands dramatically. "What do you want to know? It was _nice_. We _talked_."  
  
"Well, how about some details?" he asked, not giving any hint that he was looking for answers about more important things than how her date went. She looked at in an annoyed fashion, what little early morning patience she had wearing thin.  
  
"Ummm, well, for one thing, he was like, forty minutes late, but after that things were fine. Went to a nice little restaurant, shared small talk, he talked about his work . . ."  
  
"What did he say was going on there?" Peter tried to sound light.  
  
She gave him another odd look. "He talked about his dad dying, that the company was doing good, that he found a bunch of his dad's old files, what the company works with . . . are you happy?"  
  
"Very." He sounded sick.  
  
"Good. Now," she dug around her trench coat's pockets and retrieved a file folder, which she plopped onto the nearest desk. "Found out some info on our guy."  
  
"Goody," he sounded sarcastic and very grumpy, not at all like himself.  
  
Madison cast a withering glance in his direction. "Anyway," she continued, "I looked up anything having to do with our new friend the other night."  
  
"And?"  
  
"Well, the basis of the name," she sorted through the papers in the folder. "It has shown up in literature throughout history, meant to represent the plague in the middle ages . . . in Edgar Allen's, of course, and it also plays a fairly large role in The Phantom of the Opera."  
  
"Tell me something I don't know."  
  
"OK, how about I tell you what I do have and you just shut up?"  
  
They always did this- bicker like an old married couple. Peter sighed and waved his hand to indicate that she should continue.  
  
"Thank you. Now, both the plotlines of these particular stories indicate someone particularly bitter - the short story is the basic high- and-mighty succumbing to what they had previously ignored, what they seemed to have brought upon themselves and laughed at, and in 'Phantom' it revolves around the whole plot of one man, shunned, and his hatred for humanity, especially the handsome young high-and-mighty viscount who took the woman he loved away from him . . . notice any similarities?" she pursed her lips and stared at him. "Sound like anyone you know?"  
  
Peter stared. Did it?  
  
'Don't tell Harry.'  
  
He smiled weakly. "Nope." Then, clearing his throat loudly, he peered over her shoulder at the papers in her hands. "Got anything else?"  
  
"Some homicide cases that I think might be linked to our new 'friend.' She handed him a few profiles of victims. "A lot of people in scientific fields, some working for random companies, most working for Oscorp. All killed by what appears to be brute strength or," and here she handed him a photo of the murder scene, "what appears to be swords."  
  
"How did you get these?" Peter asked, indicating the photos.  
  
She stared him down, unblinking. "I've got connections."  
  
"Ah," he shuffled through them. "Mind if I take these with me? I'd like to study them a bit."  
  
She gave him an odd look. "Sure. See you later," and with that she sauntered off to her computer on the other side of the room.  
  
Peter plopped himself down into a chair, staring at the photographs in his hands. He flipped through them, landing on the first death, a middle aged scientist who was known for his work with Norman Osborn but had been dropped from the team as a result of the company downsizing after the owner's death. So what had he been doing, in the middle of the night, at Osborn's old research facility?  
  
Making a few bucks, perhaps? Drawn into something he might regret out of desperation? Peter shook his head- this was all just speculation. Heck, the guy might have been as crooked as hell, but that didn't fit his past history. Nor did it fit the history of any of the other murders, most fitting the same profile- ex-Oscorp workers, left out in the street. The other's were all high up's in other competitive company's.  
  
Peter frowned, shifting through page after page of information. The number of deaths were increasing every night. This couldn't be allowed to go on.  
  
Somebody had to stop this.  
  
xxxxx  
  
(Insert review plead here) 


	11. Of Redheads and Psychos

Chapter 11: Of Redheads and Psychos  
  
"It's the weekend!" Madison bounced over to Peter's desk at the end of the workday on Friday.  
  
Peter glanced up, slightly annoyed. "Glad you're so perky."  
  
She rewarded him with a cheek smile. "Glad you're so not. If you were, it would disrupt the natural order of our bickering, and if that happened, the world as we know it could come crashing down around us." Still smiling openly, she bounced back to her desk.  
  
Peter frowned. That girl was getting weirder every day. Sighing deeply, he pushed his stack of papers away and rose to follow her.  
  
"This weekend is not going to be full of relaxation, though," he reminded Madison as he trailed after her. "We have that column due and more pictures to take, and after that," he coughed delicately. "We still have to figure out what we're going to do about our friend."  
  
Madison glanced suspiciously around with a fake, sarcastic watchfulness and winked at him. "Right . . . that. Well," she straightened and rubbed her hands together, her face thoughtful. "Why don't we work on that report tonight? We could swing by this cozy little rat infested diner I know of and work out all of the kinks." Sensing a possible turndown, she quickly added, "the faster we get that done, the more time we have to work on our other little psychotic problem."  
  
Peter sighed in resignation and reached for his coat. "Sure, why not. Where are we going?"  
  
Madison grinned viscously at him. "It's a surprise."  
  
As always, Peter rolled his eyes toward heaven and asked a silent 'Why me' before resolutely following his high-strung companion, who was marching out of the building as if she owned it and even saluting to several of the office workers. He trailed after her for several steps before jogging to catch up, and they set off at a quick, measured pace with little conversation. In Peter's case, this was because he still didn't know what to make of Madison. In Madison's case, she was just lost in thought, looking around at the teeming masses and wondering what the world would look like if run by machines, a la 'The Matrix.' After several minutes and several attempts at conversation on Peter's part, they reached the diner.  
  
Peter glanced up in mid thought at Madison's airy statement of "we're here." His face paled noticeably as he stared at the flickering letters that made up the name 'Moondance Diner.'  
  
"Great little place, isn't it?" Madison said admiringly. "I mean, there are so many rats and perverts in there that it makes everything else look like the pillar of society."  
  
Peter nearly choked. The reasonable part of his brain was telling him that there was no way MJ still worked there. He hadn't seen her for awhile, but he had been told that she had landed an acting job, so there was no way . . . He swallowed hard. Still . . .  
  
"I'm not going in there," he stated flatly.  
  
Madison turned her head, one eyebrow arched. "And why not? Long lost love in there or something?" She asked shrewdly.  
  
Sometimes that girl was so perceptive it made him sick. "Or something," he answered evasively.  
  
"Oh, well now we have to go in," she smiled. "I just have to see what's in there that could possible flap the unflappable Peter Parker."  
  
"No Mad, I'm not going in there."  
  
"You know that you're going to give in and go anyway, so why go through all of this?"  
  
He stood there staunchly.  
  
Madison's lower lip began to tremble. "But Peeeteerrr," she whined loudly, her eyes filling with unshed tears. "Why can't you just do this once, for me?"  
  
People began to stop and stare, but Peter stood his ground, his face impassive. Madison, on the other hand, was in her element as she began to bawl openly.  
  
"Please, honey baby, you know how much this means to me." Her voice rose in pitch, a nasal, whiny sound that was in no way Madison Avenue's voice. She flung herself at him, or rather, at his knees, nearly knocking him over. "I know we've been through tough times, but honest, I'll forget all of that! I can endure all the beating and the blows to the head, if you'll just say you love me!" She paused to blow her nose in his pants.  
  
That was the last straw. "Fine," he muttered to her. "I'll go in. Now stand up," he glanced around at the muttering crowd that had gathered around them.  
  
"Good." Madison stood up, her face dry and calm. "Shall we?"  
  
Faces impassive, they crossed the street. Madison didn't even speak to him until they were in the dilapidated building and seated in a garishly painted red booth.  
  
Madison looked at him earnestly. "You know Peter, I'm not trying to hurt you or torture you," her voice dripped with sincerity. "I just believe that if you have unresolved issues you should confront them. You never know when those damn unresolved issues will come back to haunt you."  
  
Peter wasn't even listening. He just stared at his menu, drilling the thought over and over into his head that she wasn't here, she couldn't be here, she wasn't . . .  
  
"Peter! Oh my God, is that you?"  
  
He groaned softly. She was here.  
  
Forcing his face into a smile, Peter looked up at the bubbly redhead standing by the booth and forced himself to say something intelligent.  
  
"MJ. Hi."  
  
She grinned widely, forcing the still painful memories out of her head. "I just got off work. Bet you didn't expect to see me here, huh?"  
  
"Um," he gulped nervously. "Uh, no, no I didn't. I had heard you got an acting job."  
  
"Yeah, isn't it great? But it's just a bit part and doesn't pay the bills. Besides, the place just got a new owner, so it's much better now."  
  
Madison, who had been pointedly ignoring them both until now, raised her head at that comment and frowned. "Damn," she muttered, bringing herself to Mary Jane's attention for the first time.  
  
MJ frowned ever so slightly. "Hi," she said, trying to sound perky. "I don't believe we've met."  
  
Madison glowered. "That's because we haven't," she muttered darkly before returning her gaze to the apparently fascinating menu.  
  
Peter decided to speak up then, afraid that MJ was getting the wrong idea. "MJ, this is Madison Avenue. We're partners for the column we collaborate on."  
  
Mary Jane looked visibly relieved. "I don't believe I've ever read your column."  
  
So softly that only Peter could hear her, Madison muttered, "you mean you can actually read?"  
  
Peter kicked her under the table. "Play nice," he hissed. Madison flashed him her infamous predatory grin and Peter knew that this was all a game to her, just some twisted little mind game that she felt like playing with his life. Though he hated to leave Mary Jane alone with her, he didn't have the stamina to watch Madison play head games at the moment. Excusing himself to the bathroom, he walked as quickly as he could away from the table that was making him increasingly claustrophobic and prayed Mary Jane passed whatever test Madison was intent on administering.  
  
After he left there was silence at the table.  
  
"Soo . . . " Mary Jane slid into Peter's vacated seat, obviously striving for some conversation. "Are you a photographer too?"  
  
Madison raised her head to stare at Mary Jane with thinly veiled contempt. "I am not a photographer. I am a journalist- a job that actually requires a mind."  
  
MJ grew slightly red at this, obviously angry for Peter's sake. Madison grinned internally. 'So there is something going on between the two of them,' she mused, smirking.  
  
MJ took a deep breath and tried again. "Have you and Peter been friends long?"  
  
This was almost too good to pass up. Voice dripping with disdain, Madison stared at MJ with raised eyebrows and said mockingly, "We are not friends. We are partners. Frankly, "and here Madison gave Mary Jane an appraising look. "I don't like the company he keeps."  
  
Mary Jane gaped like a fish at this, apparently too angry to make out words. She stared at Madison, who was reclined, arms crossed, in the booth, trying to determine whether Mary Jane's face was the exact color of crimson or fuchsia. Finally, as Madison finally decided that it was more of a maroon, MJ found her voice again.  
  
"You really are a bitch, aren't you?" she snarled in a very un-MJ like voice.  
  
Madison, completely unexpectedly, threw back her head and laughed. So there was a mind inside that dyed red head. Too bad that would mean that Madison had lost that bet she had made with herself. Oh well, at least she wouldn't owe any money.  
  
Smiling hugely, Madison turned to Mary Jane. "No, actually, I'm not."  
  
Mary Jane stared.  
  
"I just had to make sure that you weren't what you appeared to be- all sugar and spice and no brains to go with it. I'm glad that you're not. You'll be good for him."  
  
Mary Jane still looked confused. "For who? Peter?"  
  
Madison nodded and Mary Jane blushed unintentionally, still thrown off balance by the turn this conversation had taken. "Oh no, I'm not, I'll never be with Peter. He . . . " she paused painfully. "He turned me down."  
  
Madison looked shocked, her inward beliefs about the source of Peter's well concealed misery confirmed. "But he's crazy about you," she insisted. Something inside of her hurt at this statement, but she shook it away quickly. "Trust me. I can read Peter Parker like a book."  
  
Mary Jane smiled briefly, privately noticing that this journalist was just a little bit odd. "You're sure?" she asked tentatively.  
  
Madison laughed. "MJ, I'm sure about everything. Except for my bets- I'm always losing them to myself."  
  
Ok, make that a lot odd. But she was strangely pleasant. Looking at each other, they sank into a comfortable conversation and watched with amusement as Peter tentatively approached the table.  
  
Peter's relief at their obviously relaxed state didn't last long. Madison slid from the booth, gathering her papers into a messy bundle as she stood.  
  
"Well, I suppose I better let you two cats get reacquainted. Have fun."  
  
Peter audibly gulped. He was going to be alone? With MJ? After what had happened between them?  
  
Shit. Madison did have a way of messing his life up. He was just starting to babble for her to stay when MJ piped in.  
  
"Oh no, I'm sure you guys have a lot of work to do. I should really be going. My shift got off half an hour ago, but I was waiting for Harry . . . " she laughed lightly. "Maybe I've been stood up."  
  
Madison raised a quizzical eyebrow as Peter inwardly groaned. "Harry? As is Harry Osborne?"  
  
"Yeah, you know him? We were friends in high school. He said he really needed to talk to me about something, but," she shrugged. "Guess it wasn't that important."  
  
She moved out of the booth so that now all three of them were standing, and hesitated. "I hate to just leave though. If you see him at all, could you make my excuses?" She flashed her award winning smile. "If it wouldn't be too much trouble."  
  
Peter felt weak at the knees, but something just didn't feel right. Suddenly he knew that he didn't want MJ walking home alone.  
  
"Let me walk you home," he offered abruptly, and Madison turned to glare accusingly at him, the column that brought them to the café in the first place still unworked on in her arms. "Mad, I'm sure you can work on that by yourself for a while right? I'll be back in 15," and he gave her an 'I'll explain everything later' look.  
  
Madison glowered for a moment, then rolled her eyes dramatically and sighed. "Don't bother coming back. We can work on this later tonight while we work on the other problem." Madison always liked to stress obvious innuendo.  
  
MJ was looking curiously at them, so he settled for throwing her a glare as she smirked at him. "Fine."  
  
"Fine."  
  
"Fine."  
  
She plopped herself back into the booth and refused to look at him again. Peter stood there for a moment as she spread out her papers on the table, but left after an imperious "are you still here?" was thrown his way. The door tinkled softly behind him, and Madison was alone. Not the way she would have liked to be, but being alone was never bad.  
  
Besides, being alone was at least better than being with that weirdo Harry.  
  
"Madison?"  
  
'Shit. Damn you irony, damn you!'  
  
"Madison?"  
  
She snapped out of her reverie and turned to face a blushing Harry Osborne.  
  
"Hiya Harry," she bit out in her most sarcastic Peter imitation. As usual, he didn't seem to notice, and slid uninvited into her booth.  
  
"What are you doing here?"  
  
Madison stood and gathered her papers, guessing that she was destined not to get any work done today. "MJ sends her apologies."  
  
He was taken aback. "What?"  
  
"MJ. She had to leave. You should really try to be more punctual, Mr. Osborne." She started to walk out. She was not in the mood for banter today.  
  
"Wait!" he hastily stood and followed her strides out of the door. "You know MJ?"  
  
"Just met her."  
  
"And she's not here," he stated the question in a seemingly angry tone of voice.  
  
"She had to leave. What did you have to talk to her about?" Madison was curious as to why he seemed so pissed. He was half an hour late, after all.  
  
They rounded the corner on to a side street, Madison unconsciously heading for her apartment, Harry trailing along, seemingly trying to think of an answer. Finally he shrugged.  
  
"I just needed to talk to her, that's all."  
  
He cast a sideways glance at Madison when she didn't respond, but her head was tilted to the ground as she studied the pavement. Inwardly he was panicking, how could he have lost track of the time? He needed MJ, she was the only one that would make it work.  
  
Or maybe not . . . he forced himself to calm down and think clearly. Anyone would work, any innocent, but he was late already, and there was no one around.  
  
His thoughts immediately turned the thin, seemingly fragile girl walking on his left and mentally smacked himself. Not Madison, he wouldn't put her in any danger.  
  
But if he was careful, she wouldn't be in any danger. He would just need to make sure that she didn't get hurt.  
  
Still deep in thought, Harry unconsciously reached into his pocket and clutched his hand around what he found there. He was running out of time, he had to do something soon.  
  
But what if she was hurt? Madison turned and noticed him staring at her. Mouth sliding into a sideways smile, she looked him in the eye. "What?"  
  
His hand came out of his pocket just as her spider sense went crazy.  
  
"Mad, I'm really sorry about this," he said, his hand coming up behind her.  
  
Now she was freaked. "Sorry about wh . . . "  
  
Madison's unended sentence hung in the air when his hand came down and she felt a sharp pain in the back of her neck, right before she crumpled forward into Harry's arms.  
  
xxxx  
  
Now, correct me if I'm wrong, but I believe that that chapter deserves a review or two, no? 


	12. Damsel in Distress

CHAPTER 12: DAMSEL IN DISTRESS  
  
Peter had just safely dropped MJ off at her house when his spider sense began screaming inside his head. It hit him like a sledge hammer, so hard that he actually leapt out of the street, looking wildly around for danger before realizing that he was alone.  
  
'Something's wrong,' he told himself needlessly, vaulting himself to a rooftop as he scanned the city. After a few seconds his sharper-than- human vision caught sight of an all too familiar glider circling a building further down the cityscape. 'Very, very wrong.'  
  
Less than a minute later he was costumed and swinging at top speed toward the slowly circling arc the highly polished glider was making as it waited for him to arrive.  
  
"So glad you could show up," a mocking voice rung through the air. "I wouldn't have wanted you to miss the show."  
  
Spiderman landed on the side of a building and twisted his head to catch a glimpse of the red armored floating figure above him. "Show? So now you're in the circus? It suits you."  
  
"Oh no, this is a very different kind of show," the impassive black mask somehow gave the impression that he was smirking. "And I don't think that you will find this one very enjoyable."  
  
"Enough with the cryptic will ya, its giving me a headache," Spiderman complained cheekily.  
  
The Red Death suddenly became irate. "You're giving me a headache!" He snarled, lunging from the glider at our hero.  
  
Spiderman was taken aback as the red clad villain landed on his back, wrapping his arms around the webcrawler's neck in a chokehold. Gasping for breath, Spiderman flipped himself onto the roof of the building and sent the Red Death flying forward. Flipping in the air, sunlight glancing off of his armor, the figure landed on his feet yards away from the still gasping hero.  
  
"Damn," Spiderman wheezed. "What, were you trying to give me a man hug or something there? 'Cause that would really creep me out."  
  
The figure laughed. "You think your puns mask the truth? You're afraid. You stink of fear."  
  
"Me, afraid of you? Sorry to disappoint ya, bub, but I'm more afraid of your man hugs than your ass kicking abilities."  
  
"But here is where the fun begins. You, what you fear more than anything else is the loss of an innocent, but I," he pointed to a previously unnoticed limp figure strapped to a flagpole on the top of the next building, the glider with blades drawn hovering inches from her chest, "I could afford to lose a few."  
  
Peter's heart nearly stopped as he saw the poor, defenseless young girl . . . wait a minute . . . he squinted . . . that wasn't a poor defenseless young girl, that was Madison!  
  
'What the hell?'  
  
The Red Death was watching him with amusement. "You wouldn't want her to have an accident, now would you?"  
  
Spiderman was racking his brains. What was Madison doing here? Did the Red Death know that they knew each other? No, that didn't make any sense, if he knew that much then he could have surmised that she was Black Widow, which he was obviously unaware of.  
  
But why the hell was she just laying there glaring at him? He glared back from behind the mask. She should be helping him, damnit!  
  
He had to stall. "Why are you doing this?" He yelled.  
  
"Why?" his enemy snarled. "Well, to torture you. Isn't it obvious?"  
  
"But why?" 'Might as well play dumb . . . '  
  
The other's fists were clenching. "You should know why, murderer!"  
  
'Cha ching, we have a winner!' If Peter had had any doubts before this that that was indeed Harry Osborn, they were gone by now. There was no doubt.  
  
"You're after me," Spiderman called out, making sure to keep his voice even. "Why hurt an innocent?"  
  
"Leverage!" The dark man spat. "You make a wrong move, you say the wrong thing, you try to run away, and the girl gets it."  
  
'Wait, this doesn't make sense,' Peter thought, confused. If he knew one thing about the real Harry, he knew that he would never hurt Madison.  
  
So why was Madison . . . the truth hit him in a burst of understanding. The enemy might not know Spiderman's other identity, but he did know that he cared for Mary Jane and vice versa . . .  
  
The restaurant! Harry had been meeting Mary Jane, had planned to use Mary Jane . . . but had gotten Madison by accident when MJ left!  
  
'He has to be BS-ing,' Peter thought as he stared down his opponent. He had to be faking it.  
  
All other thought was immediately pushed out of his head as the Red Death lunged at him, swords gleaming in the light as they brushed past his head, just barely missing. 'Whoa,' Spiderman gasped inwardly. 'Was he this fast last time?' The man was moving like lightning, so fast that our hero was unable to keep up with the literal whirlwind. Fixing a web to the nearest building, he swung down past Madison, feeling very pissed off.  
  
"A little help!" He hissed from the side of his mouth as he back flipped to land protectively in front of her. "What the hell is wrong with you?"  
  
"Ih . . . kinda . . . cahn't . . . moove," her mouth was barely open a crack. The Red Death had stopped his attack and was waiting, poised and ready. Spiderman tried to unobtrusively lean closer to Madison.  
  
"What?"  
  
"Ih cahn't mooovvee," she was struggling to get the words out, her head lolling to the side. Spiderman's anger grew. She was paralyzed!  
  
"Ah, shit," he commented, swinging away from her. He had to stop this fight. Though it killed him to admit it, at the rate he was going . . . the Red Death zoomed past him again, twin swords barely missing his head. Spiderman gulped. He knew that he couldn't beat this enemy alone.  
  
'Plan plan plan,' his mind worked frantically, coming up with only one solution. He would have to run or he would be beaten, he had no chance without Madison. And to do that he would have to take a gamble.  
  
'Harry would never hurt Madison,' he told himself as he swung over to and quickly loosened her bonds. 'He already thinks Spiderman is a killer, so he might believe that . . . '  
  
Spiderman took a deep breath under the mask, telling himself that this plan was work. Because even if Harry was crazy, he was still Harry.  
  
"I'm really sorry Madison," he whispered quickly to her, eerily reminding her of Harry.  
  
She rolled her eyes over to face him, her paralyzed face impassive. "What?" she breathed out anxiously as he grabbed her by the back of the shirt and held her over the side of the building and the busy street below.  
  
"What are you doing?" The Red Death yelled, his voice a bit too desperate.  
  
"You say you have no regard for human life?" Spiderman called. "Well, maybe that's true. But I'm a killer, remember? So maybe I don't either. You decide what happens, 'cause I'm outta here."  
  
And he dropped her.  
  
xxxxx  
  
I love-a the reviews-a! 


	13. Strange happenstance

Chapter 13: Strange happenstance  
  
Madison plummeted to the ground like a bullet from the very very very high building. And, strange for someone who had never done this naturally in her entire life, she passed out cold halfway there.  
  
For a second after she was dropped the Red Death just stood there, staring at Spiderman. "Bastard," he muttered suddenly, flipping onto the glider and speeding off of the very very very tall building, headed toward the ground, after Madison. Relief flooded Spiderman as he thankfully took the welcome distraction and left the scene, already planning for future encounters.  
  
Madison was caught mere feet from the pavement, her body hovering for a moment before being whisked into the air again, head lolling to the side as she subconsciously struggled to regain consciousness. Slowly she was carried over buildings, past center city to a sprawling rooftop garden. He placed her down on a bench, turning to stare at her prone body for a moment, before rising into the air again and speeding away. She would regain motory functions soon- she was safe for now. But it was a huge mistake to use her, a mistake born out of panic. All he had succeeded in today was showing more weakness. He had to fix this.  
  
Slowly he breathed a sigh of relief under his mask. At least Madison was ok.  
  
xxxxxx  
  
Ten minutes later a barely conscious was finally discovered, her eyes open and staring flintily at the gray sky. A steady stream of mumbled words flowed from her still partly paralyzed mouth, and though Spiderman couldn't catch all of them, he caught a startling repetition of phrases like "two-by-four", "maul," "thumbscrews," "torture," and something about " . . . going to die."  
  
He smiled briefly under his mask. At least Madison was ok.  
  
He perched next to her, face looming over hers as he peered worriedly into her eyes. "Are you alright?"  
  
She growled at him.  
  
He tried another tactic. "Can you move yet?"  
  
"If I could," she said slowing, trying to work frozen lips. "You would already be dead."  
  
He coughed slightly. "Yeah, that, Mad, I'm really . . . "  
  
"Don't want to talk about it," she wheezed. "Just get me out of here."  
  
He paused for a second, and she hissed in a feral manner. "Now."  
  
Sighing, he lifted her into his arms, and grinned at her from under the mask. "Now look at this," he said, trying to make light of the situation. "A real damsel in distress."  
  
"Die," was her embittered answer.  
  
"Preferably not with you in my arms," he mocked her quietly. She closed her eyes, face impassive.  
  
"Go to Hell." His heart dropped as he pushed off of the building ledge and swung home, wondering if their sad, strange little half friendship was still salvageable.  
  
The silence was deafening, and it was immense relief that Peter's apartment came into view five minutes later. Slipping in the window, he pulled off his mask and deposited Madison on his couch. She glared at him some more.  
  
"I meant my home."  
  
"I thought you said we needed to talk," he answered calmly, perching himself at the edge of the couch. "I need to explain some things to you."  
  
And she exploded, her yells convincing Peter that her face and mouth must be working just fine now.  
  
"Explain? EXPLAIN??? You set me up with a PSYCHO! A PSYCHO! You knew all along this person we were supposedly fighting together against was the same person you decided to SET ME UP WITH! WHAT THE HELL IS WRONG WITH YOU???"  
  
He held up his hands defensively. "Whoa, whoa, hold on. For one thing, I did not know about Harry when you, uh, got together . . . "  
  
"YOU SET US UP, ASSHOLE!"  
  
"Yeah, that . . . I'm sorry, I didn't know at the time. I only just figured it out myself," he said, deciding not to mention his suspicions that had been accumulating for a while now. She scowled at him.  
  
"You dropped me off of a building. A very tall building. You let me get into a situation where I was PARALYZED AND DROPPED OFF OF A BUILDING! A BUILDING!!!"  
  
"Madison . . . "  
  
"A BUILDING!"  
  
"Mad, I'm sorry, but you've got to understand," he took a deep breath. "I know this guy, ok? I've known him forever. And even if I didn't, any idiot can see he's obsessed with you. He wouldn't let you get hurt."  
  
"That still doesn't explain why you dropped me off of a BUILDING!"  
  
"Look, he's been getting stronger. I don't know how, but I've realized that I couldn't beat him by myself. I needed to get away until I could find a way to stop him. I needed a distraction."  
  
This time her voice was deathly quiet. "So you dropped me off of a building."  
  
"Yes, I dropped you off of a building, but I wasn't going to let you get hurt. If he hadn't saved you, I would have."  
  
She pouted for a moment before turning away. "I hate you," she muttered.  
  
He smiled. "That makes two of us."  
  
Her eyes were closed and she appeared to be about to fall asleep, so he stood and tiptoed into his room to change.  
  
Halfway through changing, Peter wondered at her lack of motory functions. She didn't seem to have regained them yet, but her face was suddenly working fine, and didn't she lift herself up to a near sitting position when yelling?  
  
"Oh shit," Red and blue shirt tucked under his arm, he bolted into the adjoining room. "Madison . . . "  
  
The empty adjoining room.  
  
The window was wide open.  
  
And Madison was gone.  
  
"Nooo," Peter banged his head against the wall for a moment, then paused. "You idiot!" he muttered to himself. "She's going after Harry!"  
  
Tugging his shirt back on he leapt out the window, maskless, and sprinted after the retreating figure in the darkness. Flying faster than he ever had before, he caught view of her not far ahead.  
  
He caught up with her only a few rooftops over, her attempted haste apparently only slowing her down. Flipping over her head, he landed in front of her black clad figure, scowling deeply.  
  
"Where the HELL do you think you're going?" he spat. She regarded him for a moment.  
  
"Out for a midnight stroll," she sang.  
  
"Madison," he warned.  
  
Unexpectedly she ripped off her mask, glaring at him. "Ok I'm going to kick that little pervert's ass, happy now?"  
  
"I'm not going to let you do that."  
  
"Oh I'm sorry, I forgot, you must be in league with him, only you're worse, 'cause he only knocked me out and you DROPPED ME OFF OF A BUILDING."  
  
"I thought we already had this conversation. If you go after him alone you could be killed- don't forget that he doesn't know that you're Black Widow. Besides, he's my friend and I don't think he's really a bad person."  
  
"Damnit Peter, people have DIED."  
  
"Ok then, can't I at least believe that he can be saved?"  
  
"Screw this," Madison moved to push past him.  
  
What happened next not even Peter is sure of, how it happened, but he blames it vehemently on being around Madison's "out of the box" personality so long that it rubbed off on him. Either way, in a desperate attempt to get Madison back to the apartment and away from danger, he did what the pre- Madisonized Peter Parker would have never dreamed of doing.  
  
He grabbed her shoulders, swung her around, and kissed her.  
  
Madison's eyes widened to the size of dinner plates from complete and utter shock. Somehow, in a barely remembered, inhuman effort, he swung her frozen body into his arms and remarkably made it back to the apartment. For her part, Madison didn't even seem to be aware of what he was doing.  
  
At least until they were in his room and he broke the kiss, stared at her, and then scooted out the door and locked it behind him.  
  
It was a good 10 seconds before she truly realized what had transpired. And then . . .  
  
"You bastard!" She was pounding on the door. "YOU TRICKED ME! WHAT THE HELL??? I HATE YOU! YOU TRICKED ME!"  
  
Sighing, she leaned against the door, resigned, and briefly ran a finger over her lips. What had just happened between them?  
  
xxxxx  
  
Oh my wee little ducks, won't you review for me? 


	14. Unwanted Discoveries

Author's note: for further reference: I had this story conceived in its entirety before I had even heard that a second movie was in the making , and I had this chapter written before I saw the second movie, so therefore, anything that happens in this chapter that bears resemblance to the second movie is purely coincidental. Please do not assume that I stole any material from that movie for my fanfiction- besides the fact that this is a story based off of another story, all of my own ideas are original.  
  
Chapter 14: Unwanted Discoveries  
  
Madison scowled at Peter all through work the next day. She scowled at him as they walked back to his apartment afterwards; she scowled at him as she sat in silence around his coffee table that afternoon. She scowled as he emerged from his darkroom and made his way to said coffee table with a stack of photos in his hand, and she continued to scowl as he, pointedly ignoring her, spread them across the desk.  
  
Finally Peter looked up, pseudo surprise written on his face as he pretended to notice her scowl for the first time. "What, something wrong?"  
  
Madison seethed silently at him, cracking her knuckles under the table.  
  
Peter sighed. "Are you going to talk to me?"  
  
". . ."  
  
"Ok, your breathing got louder, and I think you're foaming at the mouth, but if we are going to work I think that you need to stop scowling and talk to me!"  
  
Suddenly Madison stood and pivoted, reaching for her coat. "I can't work like this. I'm leaving."  
  
"Leaving?" Peter was up in an instant, blocking her only exit. "Mad, have you forgotten that we have a column due?"  
  
She appraised him coolly. "If you like, you can come," she said somewhat frostily, and without another word pushed his outstretched arm aside and made a beeline for the door.  
  
"Mad, Madison! Wait!" Peter grabbed his coat, struggling to put it on as he sped out the room towards the rapidly departing figure. Absentmindedly he yanked the door closed behind him, not even noticing as it swung shut for a moment, then slowly drifted back open.  
  
He chased after her all down the hallway, finally catching up to her swiftly walking form as she exited the building. He winced, the harsh outside light contrasting with the cool dimmed atmosphere of the apartment complex, and made a grab for her shoulder. Madison shook it off and kept walking, her gaze unfocused as it always was when she was deep in thought. Neither of them noticed a familiar figure going the opposite direction on the other side of the street.  
  
Harry waited patiently until the light finally flashed "walk," and then slumped across the street, his mind in chaos. How could he have possibly put Madison in danger like that? How could he have been so stupid? Now she would never trust him again, she would never want to see him again, if she was even truly ok and unharmed, she hadn't been returning his phone calls and hadn't been around her building or her work for several days . . .  
  
He shook his head, trying to clear unwanted thoughts that were already being clouded by the drug that as of late had been in continual use. Harry frowned at the thought, rubbing his forearm where he knew, under the crisp white shirt, were dozens of tiny pinpricks dotting the skin. But he didn't want to think about that now, he had enough to worry about, enough that he was finally going to visit his oldest friend for some long needed advice.  
  
The inside of the building was cool and quiet, a sharp contrast from the hectic world outside, the carpet even muffling his footfalls as he climbed up the stairs and ambled down the hallway. Standing at Peter's door, about to truly talk to his once best friend for the first time in months, Harry took a deep breath and raised his fist to knock.  
  
To his surprise the door swung open almost as soon as his fist touched it.  
  
"Hello?" Harry poked his head in. He could see that the lights were out in the apartment- no one was home. But the apartment had apparently been left in haste, since the door had not been properly closed and several pictures were left scattered across the coffee table. Quickly making up his mind, Harry entered the apartment and softly closed the door behind him, making his way to the couch. It would be just like old times- Peter was still his friend, he wouldn't mind if Harry simply waited for him to come back. And if he had Madison with him . . .  
  
Sighing, Harry picked up the remote from the dilapidated seat cushion next to him and began to lazily flip through channels, staring hard at the small screen across the room. Nothing was on, and after five minutes he gave up and began to comb the apartment for movies, books, anything to keep him occupied.  
  
Opening the drawers underneath the TV screen, Harry found nothing but dust and two unmarked tapes. He lifted them disinterestedly and was about to discard them as blanks when a small logo scrawled across the side caught his attention. A logo that he knew very well.  
  
He was holding Oscorp security tapes in his hands.  
  
Harry's brow furrowed in confusion. What was Peter Parker doing with security tapes from his company? How did he even get them? Come to think of it, several tapes were reported missing several weeks ago. He checked the data numbers on the side to confirm it. These were those tapes.  
  
"What the hell?" he murmured as he stuck the first one into the ancient VCR. Sitting on his heels, he watched as it came to life and showed, with flickering, black and white brilliance, Madison Avenue stealing his favorite paperweight.  
  
"So that's what happened to my paperweight!" He exclaimed to himself, somewhat bemused. He knew it had been stolen, but he had never thought to think of Madison and her penchant for shiny things.  
  
But how did Peter get these tapes . . . Harry jammed in the second tape and sat on his heels, confused and waiting for an answer. Slowly, as if unwilling to show what it held, the second tape flickered and began to show the silent scene of Madison's crash and burn into the spider cages. As the tape fuzzed out and slowly died, Harry stood, his gaze dark. What was going on? He never knew that Madison had crashed into the cages; he had only heard that there was an accident and that one of the spiders had been discovered missing. What if Madison . . .  
  
Harry spun around, unable to complete the thought, not even sure what he was thinking. But the old question burned: why were the tapes in Peter's apartment, what did Peter have to do with Madison and the spiders?  
  
Breath quickening, Harry began to sweep the apartment, searching for anything out of the ordinary, trying hard to quell the terrible fear that was rising inside of him. Something wasn't right here; there was something that those two weren't telling him, but what?  
  
Slowly he entered the bathroom, his eyes catching the garbage can resting underneath the ancient sink. Pulling it toward him, Harry found that it was filled almost to the brim with bloodstained bandages and towels.  
  
"So much blood," he murmured as he shoved the garbage can back into its place. "But why?"  
  
Entering Peter's room, he began to tear through drawers, the combination of his worry and the drugs in his system making him more and more frenzied. Finally, in the bottom drawer, he pulled away a pair of gray sweatpants to discover a red and blue jumpsuit.  
  
His breath caught in his throat. Peter was Spiderman.  
  
"No," he whispered to himself. "No, it can't be."  
  
But what, he thought as he sunk, despairing, into a heap at the side of Peter's bed, what does this all have to do with Madison?  
  
Then it hit him. Madison, the tapes, the spiders . . .  
  
"Oh God," he began to shake. "No, I can't believe it, Peter and . . . "  
  
Madison.  
  
Madison was Black Widow.  
  
xxxxx  
  
Reviews make me smile and a smiling me is a happy me! 


	15. Explanations and Miscalculations

Hey everyone, I'm sorry that I took such a ridiculously long time to update, but once the school year started life became crazy, I got involved with other stories and neglected my Black Widow. I'd just like to say that I **promise** the next update will be soon, and that I will finish this story in a very short amount of time. As always, please leave me some love and **reviews** to let me know what you think! We're nearing the end of the journey!

Enjoy and review, and again sorry about the long long dely in updating, it won't happen again.

**Chapter 15: Explanations and Miscalculations**

The pain was sharp, knifing its way through Madison's skull as she slowly rose to consciousness. There was a light beyond her closed eyelids, a light so bright that it filled her sockets with a hot, blinding glow. A soft groan escaped her lips as she struggled to open her eyes, a far greater task than she ever imagined it to be. What had happened? She couldn't remember.

"I see you're awake."

A familiar, irritating, and at the present moment downright scary voice interrupted her pain filled thoughts. Gritting her teeth, Madison forced her eyes fully opened and turned her head, searching for the speaker with hazy vision.

The room appeared to be empty.

No sooner had she realized this, Madison was hit with another realization: she couldn't move her body. She wasn't paralyzed, thank God, but her arms and legs were pressed very tightly against the walls of a steal box that reminded her eerily of an open coffin, except for the fact that the sides closed off around neck, allowing her head full mobility. In a moment she realized that all she had to was sit up and swing her legs over the side of the open box to escape.

"Now don't panic, Madison, and whatever you do, don't sit up," the voice spoke again. "I don't think you'd like the results if you were to do that."

The sound seemed to emanating from a small TV screen situated to the left of her. Raising her eyebrows, Madison stared at it for a moment, blinked, and turned her gaze above her.

Hanging just above her chest, encased in a metal, was a huge syringe filled with a pulsating pink liquid unlike any she had ever seen before. Fear knotted within her chest as she realized that the only way for her to sit up, to escape, was to allow that needle to penetrate her chest. He had placed her in this position for a reason, and Madison was confused. If he wanted whatever was in that syringe to be in her, why not pump it into her while she was unconscious? And if he wanted her dead, why not kill her while she was unconscious? Her head felt heavy and strange; she couldn't even remember how this happened to her. The last thing she remembered was going to sleep the night before. What was really going on?

"Your increase in brain waves alerted this program to your wakefulness. Now that you are conscious, I'm sure you must have many questions," the voice from the television screen continued, and a black and white image of a tired but smiling Harry flicked into view on the dilapidated screen. "And I assure you, I did not want things to have to happen this way. I did not want to issue you this ultimatum. But we all kept secrets, and things didn't work out the way that they were supposed to, did they, Black Widow?"

Breath left her body, leaving her ice cold. How did he find out? And what about Peter?

He was grinning widely now. "Yes, I know about your other identity, as I'm sure you know about mine. Oh, and I know about precious Peter's secret life as well, something that I was very surprised to discover. But I got over that shock quickly, and realized that there was a very logical way to have everything that I want. Would you like to know what that is?"

"Fuck you," she growled at the screen, knowing that there was no one around to hear her.

He face grew more somber. "I'm sure that you must hate me by now," he stated, as if he had heard her muttered oath. "And I'd like to reiterate that I never intended things to turn out this way. But the time for bewailing our fate has passed," Madison raised her eyebrows at the oddly poetic statement, noting how even his recorded self had beads of sweat gathered at his forehead, had pale, lined skin bunched agedly, and a smile that was vaguely manic. Her fear rose fresh within her body. He was losing his mind.

Dimly she realized that he was still speaking. "I know all about you, my dear, but there is much that you do not know about me, and your present situation. I think there are some things that need to be explained."

His recorded self held up a long thin vile of dark greenish black liquid. "This is what I have been working on for the past year. It's a derivative of what my father designed; did dear Peter ever tell you the story of my father? He was a genius, a pioneer for mankind, and right at the height of his power Spiderman killed him. Murdered him. He made me an orphan."

Madison noted absently that Harry must not have known what really happened to his father. From what she had heard, the man was a dangerous nutcase responsible for the death of several people, but Harry was acting as if he was a martyred hero. He must have only discovered his father's seemingly brilliant formulas without making the connection between the human enhancers and the Green Goblin's arrival. She felt a stab of pity for Harry, who believed his father wrongfully murdered. Was that what drove him to this madness?

Harry was still talking. "My father's formula had defects, and it was weak. I found it, I changed it, made it better. I discovered that with the proper dosage the strength and abilities it allowed me could become part of my system, blend with my genetic code, just as I assume the spider's venom blended with your genetic code when you were bitten. But my formula was too powerful to all be taken in at once. I used desperate scientists, greedy and cowardly enough to bend to threats, to help me create, and later decrease the potency of my formula until I was strong enough to accept the true and unfiltered amount. I had to build up the tolerance to it, steadily gain my power through injections until my body could withstand the final amount, the final injection that would shock my body into accepting the formula into my genetic code. Until then I was still weak, I had not achieved my final ability, and once the formula wore off I regained my normal, human state, unable to fight, without power until the next injection. But I have reached the point I have been waiting for, I have given myself the final injection. The formula has become part of me; I am now genetically enhanced, and invincible!"

Despite the maniacal look in the two dimensional Harry's eyes, Madison felt herself almost believing him. A cold certainty crept through her veins. Whether he was truly invincible or not was irrelevant, the point was the he had steadily been growing stronger and now, with the formula actually a part of his genetic code, he would never stop fighting, never grow tired, and, from her previous encounters with the masked villain, almost certainly beat Peter if they fought one on one.

"I bet that you are thinking, 'what can I do?' or, 'can I stop him?' The answer to this is obviously no. And since you cannot stop me, and I really do not want you attempting to save him and possibly getting hurt, for I don't want you hurt, you must understand that, Madison, I devised a way to give you the choice of what to do.

"Here is my ultimatum. That syringe above you is filled with a formula that I developed some time ago, as a backup in case my genetic melding did not go as planned and I needed to dispose of its code from my system. It is designed to strip the additional, enhanced genetic code from the original, existing code. It would not harm you, you have my word on that, but it would remove your enhanced genetic coding, and all of your powers. You would be free to leave this room, but you would be a normal human being, unable to help Peter. All you need to do to escape me is to sit up and forfeit your powers forever."

Madison was very still, her eyes wide, her stomach sinking. Forgo her powers? Never! They were what made life worth living, made her world exciting; they were the freedom she needed to ground her thoughts, give her sanity when she had been close to losing everything, losing her mind. She couldn't, but what choice did she have?

"Difficult to imagine living without your powers? You don't have to. All you have to do to retain your power is to lie exactly where you are for a few hours, until the battle is over. Staying where you are means that your loyalty lies with me; if you chose me, you chose a life of power that you do not have to live alone. Peter barely offers you friendship. I offer you so much more. Stay where you are and you will never have to worry about being a normal, average person again. Either way, Peter is going to die. It's just the way things have to be.

"Should you choose to leave me, to give up everything, I want you to be reassured that you will be safe. Look," and the camera angle tilted away from him to focus on a cage full of rats, looking bored but otherwise healthy. "I injected these rats with the formula above you a few hours ago, and have monitored them closely. They are perfectly healthy, normal rats again, stripped of the powerful genetic transformer I had once injected into them. If you look to your right, you should still be able to see the cage, with them alive and healthy inside of it. I want you to know that I am fair; the choice is not me or death, it is merely me or normality. I'll leave you now to make your choice, and to remind you that no matter what you choose, you cannot save Peter, so put him out of your mind and try to make an objective decision. I sincerely hope that you chose to remain with me: we would be unstoppable. Think about it. Goodnight."

The tape flickered to a stop, and the room fell silent. She rolled her eyes disbelieving. Objective decision? Forget that Peter was going to die? Curiously and slowly, Madison turned her head to the right, her eyes seeking out the cage of rats on the lab countertop. Her throat closed up, her arms shaking with fear as she realized that Harry had been wrong in his calculations, his attempts to keep her from harm.

All of the rats in the cage were dead.


	16. The Makings of a Hero

**Chapter 16: The Makings of a Hero**

In a single moment, all of Madison's life narrowed down to one single choice: sit up and attempt to help Peter with whatever strength she had left and give up her life, or stay here and live, with her powers intact, and let one of her only friends die. She bit her lip, unsure, and hating herself for her unwillingness. She knew instantly what Peter would do in this situation, that he wouldn't hesitate, that he would plunge into battle and protect the innocent without any thought for his own life. He was a hero, and Madison was reminded sadly at that moment that she was not, because even after all of this fighting she was still afraid to die.

Her brain sunk into a state of suspended horror, like a switch being turned off to protect her from the choice at hand, to keep her from screaming and screaming without stop. Images flickered through her mind, flashes of color, scenes of violence: Peter searching for her, frantic, through the streets of New York; Spiderman engaging the enemy in furious battle; The Red Death's triumphant arc of a steel blade as it slashed across Spiderman's chest, blood spraying to the ground, maniacal laughter in the air; and above everything The Red Death's voice telling her, over and over again that she was not a hero, that she was just as bad as he was, that she was only violence without conscience.

An image, stronger than the others, surfacedin her mind, of Peter lying limp on the ground, his suit torn and stained red, a pool of blood spreading outward from under his fallen body. As if emerging from dark water she struggled to the surface, pulling herself from her inertia, fighting to think clearly.

"No!" an anguished scream ripped itself from her throat. That would not happen, he would not die, she couldn't let that happen. Resolution set itself on her face, erasing her mask of fear. He was worth fighting for.

Ideas formed in her head, and she felt like she was thinking clearly for the first time in her life. She slid her arm upward, a careful, slow arc out of the coffin box and into the air. It hovered next to the syringe, which was held in place by a long metal arm and surrounded by screws. She tugged uselessly at the arm, but it wouldn't budge, and attempted to break the vial but it was not glass; instead it was made of some kind of clear, unbreakable substance that resisted all of her efforts to destroy it. Finally, desperate for another idea, she snaked her hand around and touched one of the small metal screws. Brow furrowed in concentration, she tightened her fingers around the screw and turned, willing it to move. It was stationary at first, but after a few long, agonizing minutes it began to turn. Her skin ripped as she dug the metal into her fingers, leaving her fingers bloody and stiff, but one by one she loosened the bolts. It was not enough to move the syringe away, at least not while she was lying in her stiff and trapped position, but it was loosened so that, if she sat up, she might be able to break the arm away from the remaining metal before all of the poison went into her system. It would buy her time, and more importantly, it would give her a weapon.

Her breath hitched in her throat. This was it, it was now or never. She had already wasted time with ridiculously selfish contemplations, and if there was any chance of saving Peter she would have to move now. She paused, studied the delicate syringe with its strangely beautiful pulsating liquid, and realized dimly that she had changed. He had changed her. She had never been willing to die for anyone before.

When she sat up she was like a blur of lightening; her chest flew straight into the syringe, the needle sinking deep into her chest, but even as some of the liquid was seeping into her veins her arms were moving, tearing the metal arm off of its hinge and flinging it away from her. The syringe ripped itself out of her chest and she screamed.

Flipping her legs over the side of the box, she collapsed to the floor, feeling liquid fire rush through her veins. The pain subsided after a few moments and she crawled to the fallen metal arm, yanking the syringe off of the twisted metal. A glance told her that it was roughly halfway full, and she smiled, a grim, bitter smile, and tucked it securely into her utility belt.

"Now let's see how long this stuff takes to do damage," she whispered hoarsely to herself as she aimed for an upper window and folded her fingers into position. A loud 'thwip' assured her that her webs were still functioning. She swung to the window and made her way to the roof, eyes scanning the horizon. Her heart dropped as she saw flames arcing, spreading like wildfire over a bridge, the same bridge that Peter had said his battle with the Green Goblin occurred on. Like father like son. A stray thought crossed her mind, intensifying her worry: she had assumed that Harry never figured out who his father really was. But if he didn't know, why this repetition of his father's acts? Did he know but was just so far gone that he no longer cared? She bit her lip and anchored a strand of webbing to the nearest building. It was time to move fast.

As Madison swung even more clumsily than usual with limbs that felt awkward and heavy, she was unaware that she was not the only hostage that night. At that moment, a girl was huddled on top of the bridge, her arms bound to the railing, watching a heavily scraped and bloodied Spiderman battling a black and red demon on a glider. They had been fighting in relative silence ever since the hero had arrived, drawn by the flames and her screams, but now he spoke.

"Harry, listen to me!" He shouted, and the girl felt a cold chill run through her at the sound of a familiar name. "I know that you hate me for what happened to your father, but it doesn't have to end like this! There are," he paused, not wanting to break his word but having no choice. "There are circumstances that you don't understand! Your father…"

"Was the Green Goblin?" The figure laughed coldly at Spiderman's shock. "Yes I know, just figured it out myself not too long ago. Did you really think that all of this was irony?" He waved his arms about, indicated the bridge they were on top of and the girl, bound and stranded, only a few feet from them. "I read the papers; I know what happened the night that you fought him. This is a tribute to his memory! He was a genius, and I am finally going to make him proud by finishing the work he began! I set up this night just as he did, so that you could finally die the way that you were supposed to!"

"He was a murderer! Don't you understand that? Don't you care that you are becoming one too?" The fighting had come to a complete stop as the two foes faced each other; Spiderman on top of the bridge, breathtakingly close to Mary Jane, and The Red Death hovering mere feet from him, snarling into his face.

"Not too long ago I would have cared, but everything has fallen into place now and I finally see what a true genius he was. He would be so proud of me if he knew that I would be the one to kill the great Spiderman!"

Peter took a deep, steadying breath under his mask, feeling more tired than he ever had before. The fight had been brutal so far, and he was beginning to wonder if the black and red figure was truly invincible.

"Ok, fine, you want to fight, crazy man? Then let's fight. But keep it between us, where it belongs. Let the girls go."

"Girls?" The Red Death rolled the word off of his tongue, seeming so relaxed as he arced in slow circles around the hero. "I don't see any girls. I see one girl, singular." He circled around, ending up behind the terrified redhead. "The only one you care about is right here, begging you to save her, aren't you, dear MJ?" He grabbed a handful of her vivid red hair and she yelped in pain and fear. Peter forced himself to stay in check, to think clearly and see through the anger blurring his vision.

"What about Madison? Is she safe? Where is she?"

"Do you care?" The figure countered. "Let me put it this way: which would you rather see die, the partner that you have actively professed to dislike, or your precious MJ? I knew that the worry over Madison alone would not be enough to make you fight me, but that if I threw in this little darling," and he yanked MJ's hair again, forcing her chin up so she was looking Spiderman in the face, "you would rise to the bait, no matter what the cost."

"Of course I want to save Madison!" He yelled, feeling frustrated and confused. "Why are you even saying these things?"

"To show you your hypocrisy! Of course you want to save any innocent who is in danger, but I know that for you to really give a damn there needs to be passion. Is Madison even your friend, you weak, pathetic excuse for a hero?" The Red Death snarled. "Look at yourself and see your weakness. You would save MJ in a second, wouldn't you?" When Peter was speechless, the figure seemed to smile. "And you never answered my question, hero. Which would you rather see die? Who would weigh less on your conscience at night?"

-

- -

**Reviews make my day! (and week, and month…)**

**And here is some extra love to those who have already reviewed me. Can you feel it? That's love you're feeling right now. Real, true, review love.**


	17. The Final Battle

**Chapter 17: The Final Battle**

The moment seemed to last forever to Madison, who was crouched silently on a darkened suspension wire, invisible in the night. She held her breath, waiting for him to speak, waiting for the truth.

Peter was stunned, unsure, and hating himself for it. Was Madison his friend, even after all of this time? She was a decent partner, and it was a relief to have someone else share his secret, but had she ever endeared herself to him? Did they ever cross that line and become friends? He knew that Harry was waiting for an answer, hating him; not only for killing his father but for being uncaring to the person Harry was thought to love. With a flush of shame he recalled words spoken to Harry in a moment of exasperation, _'You don't know Madison. You don't _want _to know Madison._' He remember hating Madison for walking into his life and taking his powers, his friends, for encroaching on his job, for embarrassing him whenever they were together, for forcing him to see MJ and relive his pain. He remembered kissing her on the roof that night, a desperate diversion, and the mortification that came after it, when he wondered what had possessed him to do such a thing. He saw everything about her in that moment, from her stupid black trench coat, to the risks she made him take, to the way she made him laugh, to the easiness and peace he found when web slinging with her. He faced himself at that moment, and was unsure.

Finally he raised his eyes to the figure before him. "I don't want anyone to die," he said in a low, resigned voice, and Madison felt her heart drop. Of course he couldn't say he wanted one to live more than the other, but she had seen his indecision and knew that he still couldn't even admit that they were friends.

The Red Death snarled, suddenly angry. "Wrong answer!" He howled, and lunged off of his glider towards Spiderman, sabers gleaming.

There was something sad and beaten about the way that Peter watched The Red Death come at him, like he was suddenly realizing how alone he was in the world. Harry, his best friend, was gone from him forever, he had no relationship with MJ, and he couldn't even admit that his partner was a friend, a real, true friend. He moved mechanically, his mind deep in thought; he was distracted, pain filled, guilt ridden, wanting to win but not sure how. He winced as a blow landed on his jaw, but even the pain of his head snapping backward was dulled by a familiar ache inside of his chest. He realized that it was the same empty feeling that had hit him when Uncle Ben died, except this time no one had died, and he wasn't fighting for revenge. He was fighting to live, for others to live, but his foe was unstoppable, shaking off blows like they were drops of water, and Peter was losing faith, fast. A fist came out of nowhere and he flew backwards, hitting the metal of the bridge, half of his body dangling in air over the water so far below. He struggled to sit up but felt so weak, and it was with a bemused, resigned look on his face that he watched The Red Death come at his beaten, bloodied form, sabers held high.

Her body, dark and silent, was in front of him, arms blocking the blow, taking the brunt of the attack. The blades cut at her skin but she did not fall, and he stared at her, head ringing, dazedly confused. The Red Death backed off warily, unsure of how to proceed. This was not part of the plan.

"Madison?" Peter asked quietly, and she turned to him, face smirking under the dark mask.

"It's 'Black Widow' to you, and as usual you're pretty lucky I'm here to save your ass, Spidey," she quipped briefly, then turned to the enemy. She faltered as she stared The Red Death down, and Peter noticed that she was shaking.

Finally The Red Death spoke. "I don't want to hurt you," he said softly, his body very still, as if trying not to spook a wild animal. She straightened her form proudly, anger thrumming through her.

"I won't let you hurt him," she said, her voice soft as well, but dangerously so.

The Red Death clenched fists around his bloody sabers. "Why?" he yelled hoarsely. "Why do you care? He doesn't. Ask him, ask him and see what he says about you! You mean something to me, Madison, and you mean nothing to him! Why are you still fighting against me?"

She stared at him silently for a moment, then reached her hand upwards to her face and pulled off her mask, looking at him with dark eyes.

"Because he is my friend," she sighed.

Whatever vestiges of sanity Harry had retained up until that point left him as he lunged, screaming like a demon out of hell, at the black clad woman standing over the battered blue and red clad man. Madison crouched, nearly falling to her knees as weakness washed over her, but ready to face the unstoppable enemy.

She never found out if he had been intending to hurt her, or if he was trying to get to Peter, or if he was just so blinded by rage that he didn't care who he hit, because as she prepared herself for the blow, feeling her powers and strength fade into dust, the fist that was flying in her direction was stopped by a hand that rose up behind her. She turned, surprised.

Peter smiled grimly at her as he held off the enemy's fists, one in each hand, his head nearly touching Harry's as they struggled against each other. "Had to save your ass," he grunted, his body tense with the struggle of keeping Harry relatively still. Madison smiled, then swayed and fell to her knees, her strength gone.

"You just don't understand, do you?" Harry, his mind now fully swallowed up by The Red Death, snarled. "My powers are unstoppable. No matter how long you hold me off, you are only delaying your death by my hands."

"Then at least I'll have died protecting my friends," Peter hissed back.

"You," he started, but was cut off abruptly.

"Hey Harry," Madison said conversationally, and both men's heads turned to look at her, kneeling rather comically between them, her feet dangling over the metal edge of the bridge, something clear and shining in her hands. "You know how you said that your power was unstoppable?"

She lunged foreword and jammed the needle into his leg, injecting the last of its contents into him. "Well I disagree," she hissed.

It took Harry a moment to understand what had happened to him, and when he did he let out a howl like a wounded animal. "No," he shrieked, backing up until he stood at the very edge of the bridge scaffolding. He ripped off his mask, his face horrified. "Madison, no. My power!"

Madison struggled to her feet, her gaze hard. "You miscalculated, Harry," she called to him. "Your theories were wrong. It doesn't just take away your powers; it breaks down your DNA. It destroys you from the inside out." He stared at her, horrified, as she delivered her final words. "You're dead, Harry."

He shook his head, disbelieving. "No," he whispered, backing up. "No, I can't be. Madison, please, I…"

"Harry, watch out!" Peter lunged at his friend as Harry's feet went over the edge of the bridge and he fell, but the hero was too slow and too weak to catch the hand of the horrified man. He leaned over the metal ledge and watched in disbelief and horror as his friend went down, past the thick suspension wires that arced high into the air, past the base of the bridge where cars were sitting abandoned and aflame, and into the dull gray of the river. He didn't even flail his arms as he fell; he didn't try to break his fall or to summon the glider. He just fell, his face resigned, his power broken, his revenge unfulfilled. Peter watched as he hit the water, watched his body sink below the surface like a stone, and had such deep regret he felt as though he would die from it.

MJ's shaking sobs brought him out of his stasis. Mechanically he rose, passing Madison's figure, still standing in the same spot where she had delivered Harry's fate to him, and knelt by MJ, who was about to faint after her ordeal. He wondered briefly as he undid her bonds whether she had realized who he was, if she had listened to the exchange going on before her and understood. He found, as he hugged her to his chest, that he didn't really care anymore.

Her gasp once again brought him back to reality, as she let out a muffled cry while looking over his shoulder. Instinctively he turned, expecting a battle, but all he saw was Madison. She had fallen to her knees, her face a withered shade of purple, the veins in her head visible, standing out against her dead looking skin. She was staring at him; her mouth moved into a silent whisper of his name before she crumpled into a heap, and Peter felt something break inside of him.

**One chapter left! Can you guess what the ending will be?**

**Review please! As this story comes to an end I would like more then ever to know what everyone who reads this thinks. Thank you!**


	18. The End and The Beginning

AN: There will be one more chapter after this, which will basically be an author's note detailing everything that I want to say about this story, and about my thoughts on what happens after "Black Widow" ends. If you enjoyed this story, I would suggest reading the next post, as it will give you a more broad view of where I see this plotline going, and why it was created in the first place. Thank you to all my lovely reviewers, and enjoy the last chapter:

**Chapter 18: The End and The Beginning**

It was hours past midnight, and the only noises in the apartment were the clicking of computer keys and the sound of harsh, labored breathing, both of which seemed hugely magnified to Peter's tired ears as he hunched over his computer. His body was still blood spattered, his ripped, tattered costume still in place, but he was striving not to let his mind focus on the pain aching through his whole being. He had to focus on the computer, he had to try, to search for a solution. After his display of insensitivity on the bridge, he needed to prove to himself that he was still a good person; he needed to care enough to fight for her life. She deserved that effort, even if it proved to be fruitless.

He paused for a moment in his search to glance backward at the girl lying on his couch, covers drawn to her chin, her papery skin pale and withered. She was shaking uncontrollably, her breath coming out in harsh, pained wheezes, her eyes shut tight, looking so helpless for someone he always envisioned being so strong. The poison had worked its way through her system, ravaging her body, and he knew that it was only a matter of time before that labored breathing ceased.

Sighing, he turned back to his computer, searching for the cause, the reason that this poison was killing her, breaking down her DNA. He knew as a scientist that to find the reason was the first step in finding a cure, if there was a cure. He took a deep breath and forced himself to think clearly.

On the screen before him were files on similar serums that had been designed by international scientists, though these had been specifically created with the intention to cure the unusual human mutations that had been cropping up for the past twenty years or so. Peter reasoned that their composition must be similar to the injection that was now slowly destroying Madison's body. He noted unhappily that none of the mutation ridding serums had been effective in keeping their subjects alive for long. Harry must have tinkered with the formula and assumed that he had worked all of the kinks out; however, the fact that he was crazy might have had something to do with the utter and total failure of his serum.

In the background he could hear her breathing grow faster, more shallow, and he fought to stay focused, which was a difficult task. Memories kept clouding his mind as he searched, memories of making it back onto solid ground with MJ clinging to one side of his body and Madison thrown over his other shoulder. He shut his eyes briefly, reliving inside of his head the dead weight of her body, how the cold throbbing of her heart pounded through her skin, echoing onto his as he carried her through the newly falling rain to his apartment. Memories of Harry falling, unresisting, off of the bridge; of the horrible, twisted look of pain and triumph on Madison's face as she proclaimed his fate. Memories of how dead she looked as she fell to her knees, as she lay in a heap on the bridge, even though she was still breathing.

A vast, rattling breath jerked him out of his reverie and his head jerked upward, his eyes once again scanning the monitor in front of him, furious with himself for his lapse. A page came up on the screen, glowing brightly in the relative darkness of his apartment, and for a moment he felt relief. Here was the cause.

The article was only about a year old, but it described the effects of the DNA breakdown accurately, and in a flash of insight he understood. Extra, mutated DNA could be added onto existing DNA and fused with the system without harm to the receiver, because the two types of DNA melded together to create a totally new strand. But if one were to try and remove the mutated DNA from the normal DNA, it would be breaking apart a fused combination, essentially ripping essential pieces out of the recipient's makeup. And, like a domino effect, if part of the strand was ripped from the existing strand the rest would unravel, breaking down the very design of life; the recipient would fall apart at the seams.

A crazy, totally unrealistic, desperate thought crossed his mind. What if he could rebuild the DNA? Fuse it back together with some sort of bonding agent to fill in the unraveling gaps and make it whole again. But what? What could possibly fill in such gaping holes in her genetic code?

Another, even crazier thought intruded itself into his mind. He shook his head, trying to clear it of these insane ideas. That wasn't possible, it couldn't work, it was too far fetched.

He turned, staring at her limp, shaking form again, and he realized that this was exactly the kind of the plan she would have come up with. Peter wasn't sure if this was a good sign or a sign of the plan's total insanity, but he felt he owed it to her to use a scheme that was so totally reckless. She would like that.

Face set, he pulled on his partially destroyed mask and made his way to the window, staring resolutely into the night. He needed to save her, and he realized as he vaulted on webbing out of the window and into the cool darkness, that it was as much for him as it was for her. She was his partner; why was he just realizing now that he needed her?

Less than twenty minutes later he was back: winded, tired, but victorious in his journey. He pulled his mask from his face and stared into the small plastic box that housed his last hope with trepidation. This was it; there was nothing left to try. She had survived nearly three hours, but in the past thirty minutes her breathing had slowed to a slow, gasping whimper that foretold death. It was now or never.

He knelt by the couch and pulled one of her long, cold arms from under the blanket. He stared at the torn material of her costume for a moment before pushing it up past her elbow to reveal sickly, almost translucent skin. With a careful flick of his hand the plastic box opened and he nudged his last hope onto her arm.

The small red and blue, genetically enhanced spider, the exact same kind that had found it's way onto Madison's coat that fatefully day sat peacefully on her skin for a moment. Peter prodded it with one finger, and as if realizing the importance of its mission, promptly scuttled up the paleness of her arm and sunk its small pincers into her skin. Before it had time to move again Peter had captured it back in the small plastic cage and set it on the tabletop. He stood and brushed the sweaty hair out of his eyes. Now the only thing to do was wait. If the DNA in that spider couldn't rebuild her torn genetic coding, then nothing could.

After a quick dash to his room to change into clothing that didn't stink of blood, Peter returned to the couch and sat on his coffee table. He took hold of her hand, which was still ice cold, and contemplated the events of the night, and his true feelings toward his difficult, eccentric partner. Harry's words rang in his ears, blaming him for not opening to the only person in his life who shared his burden, who needed him and understood him.

And yet despite the guilt hovering within Peter like a shadow, part of him still wanted to be angry at Madison for killing his once best friend. Despite everything, he hadn't wanted Harry to die, and while he lived there was a chance, however slim, that he could be cured, that he could go back to being the old Harry and live out his life. Now that chance was gone; it ended when Madison jabbed that little, innocent looking syringe into his leg and destroyed him. What hurt the most inside was the look on her face as she pronounced his fate: cold, vengeful, angry. She had hatred within her, and still a long way to go before she could be a true hero. However, perhaps it wasn't hatred, but lack of his own naiveté, a realization of the truth that not everyone can be saved, that killed Harry and saved them both. He owed her his life, again, and that was what mattered. She sacrificed herself for him, and despite Harry's death, her bravery made him unable to hate her. In fact, the pain that they now shared, the fact that they had saved the other's life, bound them even closer together. He needed her, if only to keep him sane, if only to have someone there for him when his secret got to be too much to bear. Somehow, in the space of an evening, Madison Avenue had made the leap from being barely a friend to being, remarkably, his best friend, and someone he couldn't do without. Perhaps she had been all along.

The sun had already risen into the morning sky when Madison opened her eyes to smile weakly at the concerned face of her partner.

"Hey there," she croaked softly, her skin still gaunt and pale.

"Hey," he whispered. "You were very sick, but everything's going to be ok now."

She frowned, as if trying to think clearly. "The formula," she murmured. "You saved me, didn't you?"

"I guess now we're even," he grinned wryly, and she smiled back.

"Thank you," she whispered, her voice hoarse. "And my powers…?"

"Intact," Peter said. Then, barely pausing between words, he began to spill out his guilt. "Listen, Madison, about what happened on the bridge, I mean, about what Harry said about us…"

She shook her head. "You saved me Peter, when you didn't have to. I know you're the hero and everything, but I believe that maybe it was more than simple heroics that drove you to find my cure."

He nodded fervently. "You're my partner, Mad, and I need you. I've realized that even superhero's can't survive alone, not without friends. I've realized that I can't be alone anymore."

She smiled vaguely at him, her mind starting to drift to sleep. "Superheroes," she murmured drowsily. "I like the sound of that. Thanks, Partner."

As she drifted off to sleep with Peter watching over her, a slight smile lingered on her face. Despite all that had occurred she was still the same Madison Avenue, still strange, still awkward, still a little bit crazy, but maybe, just maybe, she was no longer alone.

**The End**

**Please review.**


End file.
